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THE  LIBRARY 
OF 

THE  UNIVERSITY 

OF  CALIFORNIA 

LOS  ANGELES 


SCHOOL  OF  LAW 


WITHDRAWN 

L.  A.  CO.  I.  L 


COMMENTARIES 

ON 

THE  LAW  OF 

Private  Corporations 


BY 
SEYMOUR  D.  THOMPSON,  LL  D. 

Author  of  Commentaries  on  the  Law  of 
Negligence,  Etc. 


SECOND  EDITION 


IN  WHICH  THE  ORIGINAL  TEXT  IS  THOROUGHLY  REVISED  AND 
REWRITTEN  IN  THE  LIGHT  OF  THE  LATEST  AUTHORITIES 


By  JOSEPH  W.  THOMPSON 


VOLUME  SEVEN 
ANNOTATED   FORMS 


INDIANAPOLIS 
THE  BOBBS-MERRILL  COMPANY 


COPYRIGHT  1910 
BY  THE  BOBBS-MERRILL  COMPANY 


THE  HOLLENBECK  PRESS 
INDIANAPOLIS 


CONTENTS. 


ARTICLE  OXE. 
promoter's  agreements. 


Form  No. 

1.  Promoter's  agreement  (1). 

2.  Promoter's  agreement  (2). 

3.  Promoter's  agreement  (3). 


Form  No. 

4.  Promoter's      agreement       with 

partners  (1). 

5.  Promoter's       agreement       with 

partners  (2). 


ARTICLE  TWO. 


SUBSCRIPTIONS    BEFORE    INCORPORATION. 


Form  No. 

6.  Subscription    before    incorpora- 

tion  (short  form). 

7.  Subscription  agreement. 

8.  Subscriptions    before    incorpora- 

tion (1). 

9.  Subscription    before     incorpora- 

tion  (2). 

10.  Conditional    subscription   before 

incorporation   (1). 

11.  Conditional   subscription   before 

incorporation  (2). 


Form  Xo. 

12.  Subscription    blank — Individual. 

13.  Subscription    agreement — Prom- 

ise to  promoters. 

14.  Subscription    before     incorpora- 

tion— Payable  in  stock. 

15.  Subscription       agreement- 

ferred  stock  with  bonus. 

16.  Conditional       subscriptions 

commissioners. 

17.  Withdrawal  of  subscription. 


-Pre- 


to 


ARTICLE  THREE. 


SUBSCRIPTIONS    AFTER    INCORPORATION. 


Form  No. 


Form  No. 


18.  Subscription     after     incorpora-    21. 

tion. 

19.  Subscription      after      incorpora-    22. 

tion — Individual. 

20.  Subscription  after  incorporation     23. 

— Payable  in  property   (1). 

iii 


Subscription  after  incorporation 
—Payable  in  property  (2). 

Subscription  after  incorporation 
— Conditional. 

Cancelation  of  subscription. 


jv  CONTENTS. 

ARTICLE  FOUR. 

ARTICLES    OF    INCORPORATION. 

1.  Articles  and  Certificates  Generally. 

2.  Special  Object  Clauses. 

3.  Preferred  Stock  Clauses. 

4.  Acknowledgment. 

5.  Affidavits. 

1.    Articles  and  Certificates  Generally. 

Form  No.  Fobm  No- 

24.  Articles   of   incorporation— Gen-    41.    Articles    of    incorporation— Ha- 

eral  form.  waii- 

25.  Articles    of    incorporation— Ala-    42.    Articles       of       incorporation— 

bama.  Idaho. 

26.  Articles     of     incorporation— Al-    43.    Articles    of    incorporation— Illi- 

aska.  nois  CD. 

27.  Articles    of    incorporation— Ari-    44.    Articles    of    incorporation— Illi- 

zona.  nois  (2)- 

28.  Articles    of    agreement— Arkan-    45.    Articles  of   incorporation— Indi- 

sas.  ana   CD- 

29.  Certificate    of    election— Arkan-    46.    Articles  of  incorporation— Indi- 

sas.  ana  (2)- 

30.  Articles   of  incorporation— Call-    47.    Articles  of  incorporation— Indi- 

fornia.  ana  <3)- 

31.  Articles    of    voluntary    associa-    48.    Articles  of  incorporation— Iowa. 

tion    without   capital    stock—    49.    Articles  of  incorporation— Kan- 
California.  sas- 

32.  Articles    of    incorporation— Col-     50.    Articles  of  incorporation— Ken- 

orado.  tucky. 

33.  Articles   of    incorporation— Con-    51.    Articles   of  incorporation— Lou- 

necticut.  isiana. 

34.  Certificate      of      organization—    52.    Articles       of       incorporation- 

Connecticut.  Maine  (1). 

35.  Articles  of  incorporation— Dela-     53.    Articles        of        incorporation- 

ware  di.  Maine   (2). 

36.  Articles  of  incorporation— Dela-     54.    Articles      '  of        incorporation— 

ware  (2).  Maine  (3). 

37.  Articles    of    incorporation— Dla-    55.    Articles  of  incorporation— Mary- 

trict  of  Columbia.  land. 

38.  Articles  of  incorporation— Flor-    56.    Articles   of   incorporation— Mas- 

j^a  sachusetts. 

39.  Notice    of    publication— Florida.     57.    Articles    of    organization— Mas- 

40.  Articles       of       incorporation —  sachusetts. 

Georgia. 


CONTEXTS.  V 

Form  Xo.  Form  Xo. 

58.  Articles  of  incorporation — Mich-  83.    Proof  of  publication. 

igan  (1).  84.    Application    for    charter   to   the 

59.  Articles  of  incorporation — Mich-  governor — Pennsylvania. 

igan  (2).  85.    Articles   of   incorporation — Phil- 

60.  Articles  of  incorporation — Mich-  ippine  Islands. 

igan  (3).  86.    Articles  of  incorporation — Porto 

61.  Articles   of   incorporation — Min-  Rico. 

nesota.  87.    Articles        of        incorporation — 

62.  Articles    of    incorporation — Mis-  Rhode  Island. 

sissippi.  88.    Articles  of  incorporation — South 

63.  Articles    of    incorporation — Mis-  Carolina. 

souri.  89.    Return     of     corporators — South 

64.  Articles  of  incorporation — Mon-  Carolina. 

tana.  90.    Articles  of  incorporation — South 

65.  Articles     of     incorporation — Xe-  Dakota  (1). 

braska.  91.    Articles  of  incorporation — South 

66.  Articles     of     incorporation — Xe-  Dakota  (2). 

vada.  92.    Articles   of   incorporation — Ten- 

67.  Notice      of      incorporation — Ne-  nessee. 

vada.  93.    Charter    of    incorporation — Ten- 

68.  Articles   of   incorporation — New  nessee. 

Hampshire.  94.    Articles        of        incorporation — 

69.  Articles   of   incorporation — New  Texas. 

Jersey  (1).  95.    Articles  of  incorporation — Utah. 

70.  Articles   of    incorporation — New  96.    Articles    of    incorporation — Ver- 

Jersey  (2)-  mont  (1). 

71.  New  Jersey  charter.  96a.  Articles    of   incorporation — Ver- 

72.  Articles    of    incorporation — New  mont   (2). 

Jersey  (3).  97.    Articles    of    incorporation — Vir- 

73.  Articles   of    incorporation — New  ginia. 

Mexico.  98.    Certificate   of   judge — Virginia. 

74.  Articles    of   incorporation — New  99.    Articles       of       incorporation — 

York   (1).  Washington. 

75.  Articles    of   incorporation — New  100.    Articles       of      incorporation — 

York  (2).  West  Virginia. 

76.  Articles  of  incorporation — North  101.    Articles  of  incorporation — Wis- 

Carolina.  consin  (1). 

77.  Articles  of  incorporation — North  102.    Articles  of  incorporation — Wis- 

Dakota.  consin  (2). 

78.  Articles       of       incorporation —  103.    Articles  of  incorporation — Wy- 

Ohio  (1).  oming. 

79.  Articles        of        incorporation —  104.    Petition      for      incorporation — 

Ohio  (2).  British  Provinces   (1). 

80.  Articles  of  incorporation — Okla-  105.    Articles      of      incorporation — 

homa.  British  Provinces  (2). 

81.  Articles    of    incorporation — Ore-  106.    Articles  of  incorporation — Mex- 

gon.  ico. 

82.  Notice  of  application  for  charter 

— Pennsylvania. 


VI 


CONTEXTS. 


2.    Special  Object  Clauses. 


Form  Xo. 

107.  Abattoir. 

108.  Abstracts. 

109.  Acetylene  gas. 

110.  Advertising. 

111.  Agency. 

112.  Agricultural    implements. 

113.  Air  brakes,  etc. 

1 14.  Air  power. 

11".    Air  power  motors. 

116.  Alcoholic  institutes. 

117.  Ammonia. 

118.  Ammunition. 

119.  Amusement. 

120.  Amusement  park. 

121.  Animal  fanciers. 

122.  Apartment  houses. 

123.  Architects. 

124.  Art. 

125.  Asbestos. 

126.  Asphalt. 

127.  Auditors. 

128.  Automobiles. 

129.  Automobile    storage    and    sup- 

plies. 

130.  Automobile  tires. 

131.  Baker. 

132.  Baking  powder. 

133.  Banana  plantation. 

134.  Bank  note. 

in."..    Bicycles  and  automobiles. 

136.  Biscuit. 

137.  Biscuits,  crackers,  cakes,  etc. 

138.  Blast  furnaces. 
L39.    Blooded  stock. 

140.  Blue-prints. 

141.  Bone  dust  manufactory. 
I  12.    Boom. 

143.    Boot  and  shoe 

111.    Boot  and  shoe  machinery. 

1  1".    Boxes  and  trunks. 

146.    Brandies. 

1 17.    Breeders. 

'■  18.    Brewing. 

1 19.    Brick. 

150.  Brick  makers. 

151.  Bridge  builders. 
L52.    Brokers. 


Form  No. 

153.  Bronze. 

154.  Brooms. 

155.  Brushes. 

156.  Builders  and  contractors. 

157.  Building. 

158.  Building  and  development. 

159.  Building  contractors. 

160.  Building  materials. 

161.  Business  college. 

162.  Butchers. 

163.  Buttons. 

164.  Canning. 

165.  Car  builders. 

166.  Carbon  engines. 

167.  Carpet  cleaning. 

168.  Cash  registers. 

169.  Cattle. 

170.  Cement. 

171.  Cereals. 

172.  Chemicals. 

173.  Chemists  and  druggists. 

174.  Cigars. 

175.  City  buildings. 

176.  Civil  engineering. 

177.  Clay. 

178.  Cleansing  and  renovating. 

179.  Cloth. 

180.  Clothing. 

181.  Coal. 

182.  Coal  briquette. 

183.  Coffee. 

184.  Cold  storage. 

185.  Collection  agency. 

186.  Colliery. 

187.  Colonization. 

188.  Commission  merchants. 

189.  Concrete  construction. 

190.  Confectionery. 

191.  Construction. 

192.  Contractors  and  builders. 

193.  Co-operative  society. 

194.  Cordage. 

195.  Corn  products. 

196.  Correspondence  school. 

197.  Cotton. 

198.  Cotton  compress. 

199.  Cotton  oil. 


CONTEXTS. 


Vll 


Form  No. 

200.  Cotton  plantations. 

201.  Cotton  yarn. 

202.  Cutlery. 

203.  Dairy  products. 

204.  Decorators. 

205.  Dental  supplies. 

206.  Department  stores   (1). 

207.  Department  stores   (2). 

208.  Distillers. 

209.  Dock  and  terminal. 

210.  Draining. 

211.  Dredging. 

212.  Dressmakers. 

213.  Drilling. 

214.  Drugs. 

215.  Dry  goods. 

216.  Electrical  business. 

217.  Electrical  vehicles. 

218.  Electrical    machinery. 

219.  Electrical  welding. 

220.  Electrical  work. 

221.  Elevators. 

222.  Elevator  machinery. 

223.  Enameled  goods. 

224.  Enameled  and  stamped  ware. 

225.  Engineering. 

226.  Engineering  and  dredging. 

227.  Engraving. 

228.  Explosives. 

229.  Express  business. 

230.  Fairs. 

231.  Farm  products. 

232.  Farm  and  dairy  products. 

233.  Farm  products  and  live  stock. 

234.  Financial  and  financing. 
234a.  Financial  investment. 

235.  Fire  extinguishers. 

236.  Fire-proofing. 

237.  Fisheries. 

238.  Flour. 

239.  Flume  and  Sluice. 

240.  Food  products. 

241.  Foundry  and  machine  shop. 

242.  Framing  and  mirrors. 

243.  Freight  agents. 

244.  Fruit. 

245.  Fruit  plantation. 

246.  Furnaces  and  stoves. 

247.  Furniture. 


Form  No. 

248.  Garage. 

249.  Garbage  machinery. 

250.  Gas  fitters. 

251.  Gas  fixtures  and  lamps. 

252.  Gas-making  machinery. 

253.  Gas  retorts. 

254.  General  contracting. 

255.  General  stores. 

256.  Ginneries. 

257.  Glass. 

258.  Glass,  lime  and  building  stone. 

259.  Glue. 

260.  Gold  and  silver  ware. 

261.  Grain  elevator. 

262.  Graphite. 

263.  Hair  dressing  supplies. 

264.  Hardware. 

265.  Hardware  and  supply  stores. 

266.  Heating    apparatus — Electrical 

fixtures. 

267.  Holding  stock  in  other  corpo- 

rations. 

268.  Hosiery. 

269.  Hotel. 

270.  House  furnishings. 

271.  Ice. 

272.  Ice  machines. 

273.  Incorporation  company. 

274.  Incubators. 

275.  Inspection  of  elevators. 

276.  Insurance. 

277.  Insurance  agency. 

278.  Insurance  agents. 

279.  Investments. 

280.  Investors. 

281.  Iron. 

282.  Iron  and  steel. 

283.  Jewelry. 

284.  Kaolin. 

285.  Knit  goods. 

286.  Lamps. 

287.  Land  and  development. 

288.  Land  and  improvement. 

289.  Laundry. 

290.  Lead   company. 

291.  Leather. 

292.  Lighting  and  heating. 

293.  Liquors. 

294.  Lithographing. 


vjij                                                              CONTEXTS. 

Form  No. 

Form  No. 

295.    Local  express. 

343.    Patent  medicines. 

296.    Lumber. 

344.    Patents  and  trade  marks. 

297.    Lumber  and  nursery. 

345.    Pattern  makers. 

298.    Lumber,  iron,  steel. 

346.    Paving. 

299.    Machinery. 

347.    Pharmaceutical  chemists. 

300.    Machinery  and  engineering. 

348.    Phonographs. 

301.    Machinery  and  tools. 

349.    Photography. 

302.    Malt. 

350.    Pianos. 

303.    Manganese. 

351.    Pipe  foundry. 

304.    Manufacturing. 

352.    Plumbing. 

305.    Market. 

353.    Plumbers'  supplies. 

306.    Matches. 

354.    Pottery. 

307.    Meats  and  cattle. 

355.    Poultry  and  eggs. 

308.    Medical  institute. 

356.    Powder  and  dynamite. 

309.    Mercantile  agency. 

357.    Power. 

310.    Merchandise  brokerage. 

358.    Printing,    publishing    and    sta- 

311.   Messenger  service. 

tionery. 

312.    Metals. 

359.    Prismatic  glass. 

313.    Metal  polish. 

360.    Promotion. 

314.    Mexican   investments. 

361.    Provisions. 

315.    Mica. 

362.    Provisions  and  slaughtering. 

316.    Milk  and  dairy  products. 

363.    Public  works. 

317.    Mineral  oil. 

364.    Publicity  service. 

318.    Mining  (1). 

365.    Publishers. 

319.    Mining  (2). 

366.    Purchase  and  work  patents. 

320.    Mining  (3). 

367.    Quarry. 

321.    Mining  (4). 

368.    Railroad    (1). 

322.    Mining  (5). 

369.    Railroad  (2). 

323.    Mining  (6). 

370.    Railroad  appliances. 

324.    Mortgages. 

371.    Railroad  cars. 

325.    Motor  cars   (1). 

372.    Railroad  construction. 

326.    Motor  cars   (2). 

373.    Railroad  contractors. 

327.    Musical    instruments. 

374.    Real  estate. 

328.    Natural  gas. 

375.    Real  estate  agency  and  broker 

329.    Newspaper. 

age. 

330.    Newspaper  and  publishing. 

376.    Realty. 

331.    Nickel. 

377.    Restaurants. 

332.    Nursery. 

378.    Retail    clothing    and    furnish 

333.    Oil   (1). 

ings. 

334.    Oil   (2). 

379.   Rolling  mill. 

335.    Oil   (Standard  Oil  Company 

of    380.    Rubber.  . 

New  Jersey)   (3). 

381.   Rubber  goods. 

336.    Optical  goods. 

382.   Rummage  sales. 

337.    Omnibus. 

383.    Salt. 

338.    Opera  house. 

384.    Salvage. 

339.    Packing. 

385.    Sanitarium. 

340.    Paint. 

386.    Sash  and  doors. 

341.    Paper. 

387.    Sauces  and  pickles. 

342.    Passenger   and   baggage  trans-    388.    Saw  mills. 

fer. 

389.    Securities. 

CONTENTS, 

IX 

Form  No. 

Fob: 

is  No. 

390. 

Separators. 

426. 

Telephone. 

391. 

Sewage. 

427. 

Tile. 

392. 

Sewing  machines. 

428. 

Theater  and  music  hall. 

393. 

Sheep. 

429. 

Theatrical. 

394. 

Sheet  metal. 

430. 

Thread. 

395. 

Ship  building. 

431. 

Title  insurance. 

396. 

Silk. 

432. 

Tobacco. 

397. 

Slate. 

433. 

Towing  and  transportation. 

398. 

Slate  and  tile. 

434. 

Trading  stamps. 

399. 

Slaughtering  cattle. 

435. 

Train  control. 

400. 

Slot  machines. 

436. 

Transfer. 

401. 

Smelting. 

437. 

Tropical  trading. 

402. 

Soap. 

438. 

Trucking. 

403. 

Spirits — Distilling. 

439. 

Turbine  engines. 

404. 

Starch  manufacturing. 

440. 

Typesetting  machines. 

405. 

Steam. 

441. 

Typewriting  machines. 

406. 

Steam  boilers  and  heaters. 

442. 

Undertakers. 

407. 

Steamship. 

443. 

Underwriting. 

408. 

Steel  foundries. 

444. 

Vacuum  cleaner. 

409. 

Stencils. 

445. 

Valves. 

410. 

Stereopticon   machines. 

446. 

Warehouse. 

411. 

Stereopticon  views. 

447. 

Watches,  jewelry  and  precious 

412. 

Stevedores. 

stones. 

413. 

Stock  foods. 

448. 

Water. 

414. 

Stock  yards. 

449. 

Water  heaters. 

415. 

Storage  batteries. 

450. 

Water  transportation. 

416. 

Street  railroad   (1). 

451. 

Welding. 

417. 

Street  railway   (2). 

452. 

Wharf  and  warehouse. 

418. 

Street  railway   (3). 

453. 

Wheels  and  spokes. 

419. 

Street  sprinkling  and  cleaning. 

454. 

Wood  pulp. 

420. 

Sugar. 

455. 

Woodworking. 

421. 

Sugar  refineries. 

456. 

Woolen  and  worsted. 

422. 

Surgical  instruments. 

457. 

Wrecking  company  (1). 

423. 

Table  water. 

458. 

Wrecking  (2). 

424. 

Tanneries. 

459. 

Yarn  mill. 

425. 

Telegraph. 

3.    Preferred  Stock  Clause?. 


Form  No. 

460.  Cumulative  dividends  and  pref- 

erence on  dissolution  with 
consent  to  increase  and  ex- 
change. 

461.  Cumulative    dividends    without 

participation  in  manage- 
ment. 

462.  Convertible  preferred  shares. 


Form  No. 

463.  Cumulative    dividends    limited 

and    stock    classified    on    in- 
crease with  consent. 

464.  Cumulative       dividends       and 

stock  preference. 

465.  Cumulative  dividends  and  lim- 

ited to  par  value  on  distribu- 
tion. 


X  CONTENTS. 

Form  Xo.  Form  No. 

466.  Cumulative       dividends       and  471.    Non-cumulative        dividends — 

stock   preference   limited   on  Payable   half-quarterly, 

distribution.  472.    Preferred    shares    may    be    re- 

467.  First     and     second     preferred  tired. 

shares  —  Cumulative        divi-  473.    Option     to     retire     preference 
dends  and  voting.  shares. 

468.  Non-cumulative   dividends   and  474.    Right  of  preference  shares  to 

par  value  on  distribution.  vote. 

469.  Non-cumulative  dividends.  475.    Founders'  shares. 

470.  Non-cumulative        dividends — 

Payable  quarterly. 

4.    Acknowledgments. 

Form  Xo.  Form  No. 

476.  General    form    of    acknowledg-  483.    General    form    of    acknowledg- 

ment, ment. 

477.  General    form    of    acknowledg-  484.    General    form    of    acknowledg- 

ment, ment. 

478.  General    form    of    acknowledg-  485.    General    form    of    acknowledg- 

ment, ment. 

479.  General    form    of    acknowledg-  486.    General    form    of    acknowledg- 

ment, ment. 

480.  General    form    of    acknowledg-  487.    General    form    of    acknowledg- 

ment, ment. 

481.  General    form    of    acknowledg-  488.    General    form    of    acknowledg- 

ment, ment. 

482.  General    form    of    acknowledg- 

ment. 


5.    Affidavits. 

Form  No.  Fokm  No. 

489.    General  form  of  affidavit.  503.  Acknowledgment— Territory  of 

190.    General  form  of  affidavit.  Hawaii. 

191     Anti-trust  affidavit.  504.  Acknowledgment — New  Jersey. 

492     Acknowledgment— Alabama.  505.  Acknowledgment— Idaho. 

Acknowledgment— Alaska.  506.  Acknowledgment— Illinois. 

494.    A<  knowledgment— Arizona.  507.  Acknowledgment — Indiana. 

Acknowledgment— Arkansas.  508.  Acknowledgment— Iowa. 

196.    Acknowledgment— California.  509.  Acknowledgment— Kansas. 

V'knowledgment— Colorado.  510.  Acknowledgment— Kentucky. 

Acknowledgment— Connecticut.  511.  Acknowledgment — Louisiana. 

499.    Acknowledgment— District      of  512.  Acknowledgment— Maine. 

Columbia.  513.  Acknowledgment — Maryland. 

HOO.    Acknowledgment— Delaware.  514.  Acknowledgment  —  Massachu- 

501.    Acknowledgment — Florida.  setts. 

"02     Acknowledgment— Georgia.  515.  Acknowledgment— Michigan. 


CONTENTS. 


XI 


For 
516. 
517. 
518. 
519. 
520. 
521. 
522. 

523. 

524. 


526. 

527. 

528. 
529. 

530. 

531. 


M  No. 

Acknowledgment — Minnesota. 

Acknowledgment —  Mississippi. 

Acknowledgment — Missouri. 

Acknowledgment — Montana. 

Acknowledgment — Nebraska. 

Acknowledgment — Nevada. 

Acknowledgment — New  Hamp- 
shire. 

Acknowledgment — New  Jersey. 

Proof  of  execution — New  Jer- 
sey. 

Proof  of  execution — Outside  of 
state. 

Acknowledgment — New  Mex- 
ico. 

Acknowledgment — New    York. 

Proof  of  execution — New  York. 

Proof  of  execution — North  Car- 
olina. 

Proof  of  execution — North  Car- 
olina. 

Acknowledgment — North  Da- 
kota. 


Form  No. 

532.  Acknowledgment — Ohio. 

533.  Acknowledgment — Oklahoma. 

534.  Acknowledgment — Oregon. 

535.  Proof    of    execution — Pennsyl- 

vania outside  of  state. 

536.  Acknowledgment    —    Rhode 

Island. 

537.  Acknowledgment — South    Caro- 

lina. 

538.  Acknowledgment  —  South   Da- 

kota. 

539.  Acknowledgment — Tennessee. 

540.  Acknowledgment — Texas. 

541.  Acknowledgment — Utah. 

542.  Acknowledgment — Vermont. 

543.  Acknowledgment — Virginia. 

544.  Acknowledgment — Washington. 

545.  Acknowledgment — West       Vir- 

ginia. 

546.  Acknowledgment — Wisconsin. 

547.  Acknowledgment — Wyoming. 


ARTICLE  FIVE. 

stockholders'  meeting. 

A.  First  Meeting  of  Incorporators — Notice  and  Minutes. 

B.  Annual  or  Regular  Meetings — Call  and  Xotice. 

C.  Special  Meetings — Call  and  Notice. 

D.  Voting — Ballot — Proxy. 

E.  Voting  Trust  Agreements. 

F.  Inspector's  Oath  and  Certificate. 

G.  By-Laws. 

H.  Miscellaneous  Resolution — Certificates,  etc. 

A.  First  Meeting  of  Incorporators — Notice  and  Minutes. 


Form  No. 


548. 
549. 


550. 
551. 


Notice  of  first  meeting. 
Notice  of  first  meeting — Massa- 
chusetts. 
Proof  of  service  of  notice. 
Waiver  of  notice. 


Form  No. 

552.  Proxy  for  first  meeting  of  cor- 

porators. 

553.  Minutes  of  first  meeting  of  in- 

corporators. 


511 


CONTENTS. 


B.  Annual  or  Regular  Meeting — ^Notice. 


Fobm  No. 

554.    Notice    to    stockholder    of    an- 
nual meeting. 
General  notice  of  annual  meet- 
ing of  stockholders. 
Notice    of   annual   meeting   by 
publication. 


5  55. 


556. 


Form  No. 

557.  Notice   of   annual   meeting   by 

publication. 

558.  Request   for   secretary   to   give 

notice  of  special  business. 

559.  Notice   of   special   business   at 

regular  meeting. 


C.  Special  Meeting — Call  and  Notice. 


Form  No. 

Form 

560. 

Call  by  stockholders. 

570.    : 

561. 

Call  by  all  stockholders. 

571. 

562. 

Stockholders'  request. 

572. 

563. 

Stockholders'       request- 

-Presi- 

dent's  endorsement. 

564. 

Call  by  president. 

573. 

565. 

Call  by  president. 

566. 

Call  by  president. 

574. 

567. 

Call  by  resolution. 

568. 

Call  by  directors. 

575. 

569. 

Call  by  directors  addressed  to 

president. 

D.  Voting— Ballot- 

No. 

Notice  to  stockholders. 

Notice  of  election  of  directors. 

Notice  to  stockholders  of  meet- 
ing to  change  number  of  di- 
rectors. 

Notice  to  change  number  of 
directors — Publication. 

Notice  of  stockholders — Proof 
of  service. 

Waiver  of  notice. 


— Proxy. 


Form  No. 

576.  Ballot. 

577.  Secret  ballot. 

578.  Ballot — Cumulative  voting. 

579.  Simple  form  of  proxy. 


Form  No. 

580.  General  proxy. 

581.  Proxy  of  corporation. 

582.  Proxy — Revocation. 


E.  Voting  Trust  Agreements. 


Form  No. 

583.  Voting  trust  agreement. 

584.  Voting  trust  agreement. 


Form  No. 

585.  Voting     trust     agreement- 

reorganization. 

586.  Voting  trustees'  certificate. 


-On 


F.  Inspector's  Oath  and  Certificate. 


Fobm  No. 

587.    Oath  of  inspectors. 


Form  No. 

588.    Certificate  of  inspectors. 


G.  By-Laws. 


Fobm  No. 

589.  General  by-laws   (short  form). 

590.  General    by-laws    (long    form). 

591.  By-laws  of  the company. 


Form  No. 

592.    By-laws   of   the   United 
Steel  Corporation. 


States 


CONTEXTS. 


1111 


H.  Miscellaneous  Resolutions — Certificates,  etc. 


Form  No.  Form  No. 

593.    Amendment        of        articles — 
Change  of  name. 

Amendment  of  articles — In- 
crease of  capital  stock. 

Increasing  of  capital  stock. 

Increase  of  capital  stock — 
Stock  dividends. 

Increase  of  capital  stock — 
Convertible  bond. 

Amendment  of  articles — Re- 
duction and  cancelation  of 
capital  stock. 

Reduction  of  capital  stock  by 
cancelation. 

Reduction  of  capital  stock — 
Distribution  of  assets. 

Changing  number  and  denom- 
ination of  shares. 

Classifying  stock. 

Amendment  of  articles  of  in- 
corporation— Increasing  di- 
rectors. 

Classification  of  directors. 

Amendment   of   articles   of  in-     620 


594. 

595. 
596. 

597. 

598. 


599. 

600. 

601. 

602. 
603. 


604. 
605. 


608. 
609. 

610. 

611. 
612. 

613. 

614. 

615. 


616. 


617. 


618. 


619. 


corporation — Change  of  place 
of  business. 

606.  Extension    of    corporate    exist- 

ence— Consent  in  writing. 

607.  Change     of    principal     office — 

Unanimous  consent. 


621. 


Amendment  of  by-law. 

Authorizing  bonds  secured  by 
mortgage. 

Authorizing  sale  of  entire  as- 
sets. 

Authorizing  consolidation. 

Increase  of  capital  stock — Cer- 
tificate. 

Increase  of  capital  stock — Cer- 
tificate. 

Reduction  of  capital  stock — 
Certificate. 

Change  in  number  and  denom- 
ination of  shares — Certifi 
cate. 

Classification  of  stock — Certif- 
icate. 

Increasing  directors  at  regular 
meeting — Certificate. 

Increasing  directors  at  special 
meeting — Certificate. 

Increasing  directors  —  Unani- 
mous  consent — Certificate. 

Extension  of  corporate  exist- 
ence— Certificate. 

Change  of  principal  office — 
Vote  of  stockholders — Cer- 
tificate. 


ARTICLE  SIX. 

DIRECTORS'   MEETINGS. 

A.  Notice  to  Directors  of  Election. 

B.  Calling  Regular  and  Special  Meetings. 

C.  Notice  and  Minutes. 

D.  Resolutions  Generally. 

E.  Notice  of  Calls — Dividends,  etc. 


A.  Notice  to  Directors  of  Election. 


Form  No. 

622.    Notice  of  election  as  director. 


Form  No. 

623.    Notice  of  election  as  directors 
— Acceptance   requested. 


XIV 


CONTEXTS. 


B.  Calling  Kegular  and  Special  Meetings. 

Form  No.  Form  No. 

624.  Call  of  first  meeting  of  direct-     626.    Call  by  president. 

ors — Waiver  of  notice.  627.    Call  by  president. 

625.  Directors'  meeting — Waiver  of     628.    Call  by  members  of  board. 

notice. 

C.  Xotice  of  Meetings  and  Minutes. 

Form  No.  Form  No. 

629.  Notice  of  directors'  meeting.        631.    Minutes  of  directors'  meejting. 

630.  Notice  of  special  meeting. 

D.  Resolutions  Generally. 


Form  No. 

For: 

632. 

To  borrow  money. 

643. 

633. 

To  borrow  money. 

644. 

634. 

To  borrow  money. 

645. 

635. 

Selecting  bank  for  deposit. 

646. 

636. 

Appointing    time    for    regular 

647. 

meetings. 

648. 

637. 

Making  calls. 

649. 

Making  calls. 

639. 

Declaring  forfeiture  of  stock. 

650. 

640. 

Authorizing  sale  of  bonds. 

641. 

Purchase  of  property. 

651. 

642. 

Ratifying  sale  of  property. 

Settlement  of  claim. 
Removal  of  plant. 
Removal  of  officer. 
Declaring  dividends. 
Declaring  dividends. 
Declaring   stock   dividends. 
Declaring    dividends    on     pre 

ferred  stock. 
Declaring    dividends     on     pre-- 

ferred  and  common  stock.. 
Sale  of  entire  assets. 


E.  Xotice  of  Calls,  Dividends,  etc. 


Form  No. 

For: 

652. 

Xotice  of  call. 

658. 

•  53. 

Xotice  of  calls. 

659. 

654. 

Waiver  of  notice  of  calls. 

660. 

Notice    of    sale    of    delinquent 

661. 

stock. 

662. 

656. 

Sale  of  delinquent  stock. 

663. 

657. 

Notice  of  assessment. 

Notice  of  assessment. 
Notice  of  dividend. 
Notice  of  dividend. 
Notice  of  dividend. 
Notice  of  dividend  with  check. 
Notice     of     dividend — Request 
for  mailing  orders. 


ARTICLE  SEVEX. 


8TOCK    <  TKTll'ir  ATKS — ASSIGNMENTS. 


A.  ( lommon  Stuck. 

B.  Preferred  Stock. 

C.  Lost  Certificate. 

I>.  Assignments  and  Transfer. 


CONTEXTS. 


IV 


A.  Common  Stock  Certificates. 

Form  No.  Form  No. 

664.  Common  stock  certificate.  668.    Common  stock  installment  cer- 

665.  Common  stock  certificate.  tificate. 

666.  Stock  certificate — Standard  Oil     669.    Stock  certificate  with  stub. 

form.  670.    Stock       certificate  —  Founders' 

667.  Common      stock      certificate —  shares. 

Partly  paid  stock. 

B.  Preferred  Stock  Certificates. 


Form  No. 

671.  Preferred  stock  certificate. 

672.  Preferred  stock  certificate. 


Form  No. 

673.    Preferred     stock     certificate — 
With  stub. 


C.  Lost  Certificate. 


Form  No. 

674.    Affidavit  of  loss. 


Form  No. 

675.    Bond  of  indemnity. 


D.  Assignment  and  Transfer. 

Form  No.  Form  No. 

676.  Assignment  of  stock  certificate.  679.    Separate  assignment  of  certifi- 

677.  Assignment  and  transfer.  cate. 

678.  Assignment  of  instalment  cer-  680.    Assignment  of  subscriptions. 

tificate.  681.    Demand  for  transfer  of  stock. 


ARTICLE  EIGHT. 


SIGNATURES   AND  INSTRUMENTS  EXECUTED  BY   OFFICERS. 


Form  No. 

682.  Corporate  signature. 

683.  Corporate   signature   by   agent. 

684.  Corporate     note     executed     by 

president. 

685.  Testimonium     clause.      Corpo- 

rate signature. 

686.  Proof    of    execution — Pennsyl- 

vania. 

687.  Secretary's  oath  of  office. 

688.  Treasurer's  bond. 

689.  Resignation     of     director — Ef- 

fective on  acceptance. 


of     director — Fu- 


of    director — Per- 


Form  No. 

690.  Resignation 

ture  date. 

691.  Resignation 

emptory. 

692.  Resignation       of       president — 

Conditional  or  tentative. 

693.  Affidavit. 

694.  Anti-trust  affidavit. 

695.  Anti-trust      affidavit  —  Illi- 

nois (1). 

696.  Anti-trust    affidavit  —  Foreign 

corporation — Illinois   ( 2 ) . 


XVI 


CONTEXTS. 


ARTICLE  XIXE. 


BONDS    AND    COUPONS. 


Form  No. 

697.  BodcI  and  coupons. 

698.  Coupon  bond    (1). 

699.  Coupon  bond   (2). 

700.  Registered  bond  (1). 

701.  Registered  bond  (2). 


Form  No. 

702.  Registered  bond  (3). 

703.  Debenture. 

704.  Interest  coupon. 

705.  Trustees'  certificate. 

706.  Guaranty   of   corporate    bonds. 


ARTICLE  TEX. 


LEASES. 


Fobm  No. 

707.  Lease  of  railroad  in  perpetuity 

— Percentage   of  gross   earn- 
ings. 

708.  Lease  of  railroad  in  perpetuity 

— Fixed  annual  rent. 


Form  No. 

709.  Railroad    lease — Net    earnings. 

710.  Railroad     lease — Branch     rail- 

road in  perpetuity  for  fixed 
rent. 


ARTICLE  ELEVEN. 

MORTGAGES    AND   TRUST    DEEDS. 

Form  No.  Form  No. 

711.  Mortgages  to  secure  bonds.  715.    Stockholders'  consent  to  mort- 

712.  Trust  deed  or  mortgage  secur-  gage. 

ing  bond.  716.    Stockholders'  consent  to  mort- 

713.  Stockholders'  consent  to  mort-  gage — Stockholders'  meeting. 

gage.  717.    Stockholders'  consent  to  mort- 

714.  Stockholders'  consent  to  mort-  gage — Certificate. 

gage. 

ARTICLE  TWELVE. 

UNDERWRITING    AGREEMENTS. 


Fobm  No. 

718.  Underwriting  agreement. 

719.  Underwriting  agreement. 

720.  Underwriting  agreement. 


Fobm  No. 

721.  Underwriters'      agreement 

(bonds). 

722.  Underwriters'       agreement 

(stock). 


CONTEXTS.  XV11 

AETICLE  THIRTEEN. 

option"  agreements. 

Form  Xo.  Form  Xo. 

723.  Sale  of  business  and  property.     725.    Sale    of    corporate    plant    and 

724.  Sale  of  capital  stock.  property. 

AETICLE  FOUKTEEN. 

CHANGE    OF    NAME   BY    PETITION. 

Form  Xo.  Form  Xo. 

726.  Change  of  name— Petition.  72S.    Change  of  name— Order. 

727.  Change  of  name — Xotice  of  ap- 

plication. 

AETICLE  FIFTEEN. 

CONSOLIDATION. 

Form  Xo.  Form  Xo. 

729.  Consolidation  agreement.  733.    Minutes  of  stockholders'  meet- 

730.  Agreement  for  consolidation.  ing — Action     for     consolida- 

731.  Consolidation  agreement.  tion. 

732.  Conveyances  to  perfect  consol-  734.    Certificate  of  merger. 

idation  agreement. 

AETICLE  SIXTEEN. 

DISSOLUTION. 

Form  Xo.  Form  Xo. 

735.  Dissolution  by  incorporators.         738.    Statement  showing  names  and 

736.  Certificate  of  resolution  of  di-  residences    of    directors    and 

rectors  for  dissolution.  officers. 

737.  Written    consent   of   stockhold-    738a.  Petition  for  voluntary  dissolu- 

ers  to  dissolution.  tion. 

738b.  Schedule  filed  with  petition. 

AETICLE  SEVENTEEN. 

FOREIGN    CORPORATIONS. 

Form  No.  Form  Xo. 

739.  Application  for  doing  business     741.    Designating  place   of  business 

— Alabama.  and    agent — Application    for 

740.  Designating  place   of   business  doing  business — Alaska. 

and  agent— Alabama.  7&.    Consent  of  agent— Alaska. 

ii — Thomp.  Corp.  VII. 


XV111 


CONTEXTS. 


Form  No. 

743.  Appointment     of     agent— Ari- 

zona. 

744.  Application  for  doing  business 

— Arizona. 

745.  Application  to  do  business  and 

designation     of     office     and 
agent — Arkansas. 

746.  Application  for  doing  business 

— California. 

747.  Designation   of   place   of   busi- 

ness   and    agent — California. 

748.  Application  for  doing  business 

— Colorado. 

749.  Application  for  doing  business 

— Connecticut. 

750.  Appointment     of     agent — Con- 

necticut. 

751.  Application  for  doing  business 

— Delaware. 

752.  District  of  Columbia. 

753.  Application  for  doing  business 

— Florida. 

754.  Application      for      transacting 

business — Georgia. 

755.  Application  for  doing  business 

— Hawaii. 

756.  Application  for  doing  business 

— Idabo. 

757.  Application  for  doing  business 

— Illinois.       * 

758.  Affidavit    of    local    agent— Illi- 

nois. 

759.  Application  for  doing  business 

— Indiana. 

760.  Application  for  doing  business 

— Indiana. 

761.  Annual  report — Indiana. 

762.  Application  for  doing  business 

— Iowa. 

763.  Application  for  doing  business 

— Kansas. 

764.  Application  to   do  business  in 

Kansas. 

765.  Resolution  authorizing  officers 

to    execute    consent    to    do 
business — Kansas. 

766.  Resolution  of  board — Kansas. 

767.  Appointment     of    agent — Kan- 

sas. 

768.  Annual  report — Kansas. 


Form  No. 

769.  Location  of  office  and  appoint- 

ment of  agent — Kentucky. 

770.  Application  for  doing  business 

— Louisiana. 

771.  Resolution  of  board  of  directors 

— Louisiana. 

772.  Application  for  doing  business 

— Maine. 

773.  Appointment  of  agent — Maine. 

774.  Resolution  of  board  of  directors 

— Maine. 

775.  Application  for  doing  business 

— Maryland. 

776.  Agent's  acceptance  of  appoint- 

ment— Maryland. 

777.  Application  for  doing  business 

— Massachusetts. 

778.  Appointment  of  agent. 

779.  Resolution  of  directors  appoint- 

ing agent — Massachusetts. 

780.  Oath     of     auditor — Massachu- 

setts. 

781.  Appointment  of  auditor — Mas- 

sachusetts. 

782.  Annual    statement — Massachu- 

setts. 

783.  Certificate     of     the     auditor— ' 

Massachusetts. 

784.  Acceptance    by    agent — Massa- 

chusetts. 

785.  Notice  of  acceptance  by  agent 

— Massachusetts. 

786.  Application  for  doing  business 

— Michigan. 

787.  Appointment  of  agent  for  serv- 

ice of  process — Michigan. 

788.  Annual  report — Michigan. 

789.  Annual  report  of  mining  com- 

pany— Michigan. 

790.  Application  for  doing  business 

— Minnesota. 

791.  Location  of  office  and  appoint- 

ment of  agent — Minnesota. 

792.  Affidavit  and  statement  of  local 

agent — Minnesota. 

793.  Application  for  doing  business 

— Mississippi. 

794.  Application  for  doing  business 

— Missouri. 


COXTEXTS. 


XIX 


FoEii  No.  Fob 

795.    Affidavit  of  president  as  to  pay-    819. 
ment  of  stock — Missouri. 

Affidavit  of  president  and  sec- 
retary for  privilege  of  doing    820. 
business — Missouri.  821. 

Designation   of   place   of   busi- 
ness and  agent — Missouri.         822. 

Affidavit    of    local    agent — Mis- 
souri. 823. 

Annual  report — Missouri.  824. 

Anti-trust   affidavit — Missouri. 

Application  for  doing  business    825. 
— Montana. 

Affidavit  of  president  and  sec-    826. 
retary   attested  by  directors 
— Montana.  827. 

Consent  to  be  sued  and  desig- 
nation of  agent — Montana. 

Consent    of    resident    agent —    828. 
Montana.  829. 

Application  for  doing  business 
and  for  occupation  permit —    830. 
Nebraska. 

Resolution  of  directors  accept-    831. 
ing    provisions    of    law — Ne- 
braska. 832. 

Designation    of   office   and    ap-    833. 
pointment      of      agent — Ne- 
braska. 834. 

Annual     statement — Nebraska. 

Undertaking   filed    with    attor-    835. 
ney-general — Nebraska. 

Application  for  doing  business    836. 
— Nevada. 

Designation  of  office  and  agent    837. 
— Nevada. 

Application  for  doing  business    838. 
— New  Hampshire. 

Application  for  doing  business    839. 
— New  Jersey. 

Annual  report — New  Jersey.  840. 

815.  Annual   report   to   state   board 

of  assessors — New  Jersey. 

816.  Application  for  doing  business     841. 

— New  Mexico. 

817.  Designation  of  office  and  agent 

— New  Mexico.  842. 

818.  Application  for  doing  business 

— New  York. 


796. 


797. 

798. 

799. 
800. 
801. 

802. 


803. 


804. 


805. 


806. 


807. 


808. 
809. 

810. 

811. 

812. 

813. 

814. 


ii  No. 

Character  of  business  and  des- 
ignation of  office  and  agent 
— New  York. 

Consent  to   agent — New   York. 

Capital  stock  report — New 
York. 

Statement  and  answers  to  ques- 
tions— New  York. 

Annual  report — New  York. 

Application  for  doing  business 
— North  Carolina. 

Annual  statement — North  Car- 
olina. 

Application  for  doing  business 
— North  Dakota. 

Appointment  of  agent  for  serv- 
ice of  process — North  Da- 
kota. 

Annual  report — North  Dakota. 

Application  for  doing  business 
—Ohio. 

Acceptance  of  appointment — 
Ohio. 

Declaration  and  statement — 
Ohio. 

Annual  report — Ohio. 

Certificate  of  retiring  from 
business — Ohio. 

Application  for  doing  business 
— Oklahoma. 

Appointment  of  agent — Okla- 
homa. 

Application  for  doing  business 
— Oregon. 

Appointment  of  agent  by  power 
of  attorney — Oregon. 

Annual  report  and  statement — 
Oregon. 

Application  for  doing  business 
— Pennsylvania. 

Statement  for  domestication  of 
foreign  corporations — Penn- 
sylvania. 

Resolution  of  stockholders  for 
domestication  —  Pennsyl- 
vania. 

Designation  of  office  and  agent 
— Pennsylvania. 


XX 


CONTEXTS. 


Form  No. 

843.  Capital  stock  report— Pennsyl- 

vania. 

844.  Bonus      tax      report— Pennsyl- 

vania. 

845.  Report  of  loans— Pennsylvania. 

846.  Application  for  doing  business 

— Philippine  Islands. 

847.  Financial       statement — Philip- 

pine Islands. 

848.  Application  for  doing  business 

— Porto  Rico. 

849.  Financial     statement  —  Porto 

Rico. 

850.  Designation     of     agent — Porto 

Rico. 

851.  Consent  of  agent — Porto  Rico. 

852.  Consent     to     be     sued — Porto 

Rico. 

853.  Annual  report — Porto  Rico. 

854.  Application  for  doing  business 

— Rhode  Island. 
S55.    Appointment  of   agent — Rhode 
Island. 

856.  Acceptance    of    appointment — 

Rhode  Island. 

857.  Application  for  doing  business 

— South  Carolina. 

858.  Designation   of   place   of   busi- 

ness— South   Carolina. 

859.  Annual     report — South     Caro- 

lina. 

860.  Application  for  doing  business 

— South  Dakota. 

861.  Consent  to  be  sued  and  appoint- 

ment   of    agent — South    Da- 
kota. 

862.  Application  for  doing  business 

— Tennessee. 
Annual  report — Tennessee. 
[,    Application  for  doing  business 
— Tf\as. 
Antitrust  affidavit— Texas. 
866.    Application  for  doing  business 
—Utah. 


Form  No. 

867.  Resolution    accepting   constitu- 

tional  provisions — Utah. 

868.  Designation  of  agent  and  prin- 

cipal    place     of     business — 
Utah. 

869.  Application  for  doing  business 

— Vermont. 

870.  Designation   of   agent   and    re- 

turns   for    registration — Ver- 
mont. 

871.  Certified  and  sworn  copy  of  the 

articles     of     incorporation — 
Vermont. 

872.  Annual    license    tax    return — 

Vermont. 

873.  Application  for  doing  business 

— Virginia. 

874.  Appointment  of  resident  agent 

— Virginia. 

875.  Acceptance    of    appointment — 

Virginia. 

876.  Annual  report — Virginia. 

877.  Application      for      transacting 

business — Washington. 

878.  Designation  of  agent  and  place 

of  business — Washington. 

879.  Application  for  doing  business 

— West  Virginia. 

880.  Preliminary  report — West  Vir- 

ginia. 

881.  Designation  of  attorney— West 

Virginia. 

882.  Application  for  doing  business 

— Wisconsin. 

883.  Statement  filed  with  articles  of 

incorporation — Wisconsin. 

884.  Certificate  of  newly-elected  of- 

ficers— Wisconsin. 

885.  Certificate  of  increase  of  capi- 

tal stock — Wisconsin. 

886.  Annual    report — Wisconsin. 

887.  Application  for  doing  business 

— Wyoming. 

888.  Designation  of  office  and  agent 

— Wyoming. 


CORPORATION  FORMS 


CORPORATION  FORMS. 


ARTICLE  ONE. 
PROMOTERS'  AGREEMENTS. 

FOEM  1. 

Promoter's  Agreement  (1). 

This  agreement  by  and  between  AB,CD,EF,GH  and  I  J,  parties 
of  the  first  part,  and  L  M,  party  of  the  second  part,  witnesseth  that, 
whereas  the  said  parties  of  the  first  part  have  arranged  and  agreed 
among  themselves  to  organize  a  corporation  to  be  known  as  the  Fisher 
Automobile  Company,  with  a  capital  stock  of  $100,000  divided  into 
1,000  shares  of  the  par  value  of  $100  each,  the  same  to  be  located  at  the 
city  of  Indianapolis  for  the  purpose  of  engaging  in  the  manufacture 
and  sale  of  automobiles  and  automobile  sundries  and  supplies ;  and, 

Whereas  the  said  parties  of  the  first  part  have  agreed  among  them- 
selves to  take  and  pay  for  510  shares  of  the  said  capital  stock  on  the 
complete  organization  of  said  company ;  and, 

Whereas  the  said  party  of  the  second  part  having  had  experience 
as  a  promoter  has  signified  a  willingness  to  secure  subscriptions  for 
400  additional  shares  of  the  capital  stock  of  said  company : 

Now,  therefore,  it  is  hereby  agreed  that  the  said  party  of  the  second 
part  shall  within  ninety  days  from  the  date  hereof  secure  bona  fide 
solvent  subscriptions  to  the  capital  stock  of  said  proposed  corporation, 
the  6ame  to  be  paid  on  such  terms  as  the  board  of  directors  of  said  cor- 
poration after  its  incorporation  may  determine,  consistent  with  the 
governing  statute  of  the  state.1 

In  consideration  of  the  services  so  to  be  rendered  by  the  said  party 
of  the  second  part,  the  said  parties  of  the  first  part  hereby  undertake 
that  the  said  company  on  complete  organization  by  its  proper  officers 
shall  issue  to  said  party  of  the  second  part  90  shares  of  the  capital 
stock  of  said  corporation  as  full  paid,  and  for  which  the  said  party  of 
the  second  part  shall  pay  no  other  consideration  whatever.   On  failure 

4 

1  §  81  et  seq. 


•i  CORPORATION'    FORMS. 

or  refusal  of  the  said  corporation  to  so  issue  said  shares  of  stock  to  said 
second  party,  the  said  parties  of  the  first  part  hereby  agree  and  bind 
themselves  to  pay  to  said  second  party  the  sum  of  $5,000  in  cash.2 

On  failure  of  said  second  party  to  secure  said  solvent  and  bona  fide 
subscriptions  within  said  time  this  agreement  shall  be  of  no  force  and 
effect.8  In  case  said  second  party  shall  procure  said  subscription  in 
said  time  then  the  said  parties  of  the  first  part  agree  to  sign  any  proper 
papers,  instruments,  articles  or  certificate  necessary  to  complete  the 
incorporation  of  said  proposed  company,  and  to  pay  the  necessary 
fees,  expenses  and  charges  for  the  incorporation  thereof. 

In  witness  whereof  the  parties  have  hereunto  set  their  hands  this 

day  of ,  A.  D.  1910. 

(Signed.) 

'See  §§  88,  89,  98.  "See  §  590  et  seq. 

FORM  2. 
Promoter's  Agreement  (2). 

Whereas  D  K  is  the  owner  of  a  certain  patented  article  and  letters 
{latent  for  the  manufacture  and  sale  of  keyless  locks;  and, 

Whereas  the  said  D  K  desires  to  form  a  corporation  for  the  purpose 
of  manufacturing  and  selling  and  otherwise  dealing  in  6aid  patented 
article  and  such  keyless  locks;  and, 

Whereas  E  W,  J  T,  M  L,  E  M,  and  I  C  are  willing  to  take  stock 
in  such  a  corporation  organized  to  manufacture  and  sell  the  said  key- 
less locks:1 

\ow,  therefore,  it  is  hereby  agreed  by  and  between  the  said  D  K, 
party  of  the  first  part  and  the  said  E  W,  J  T,  M  L,  E  M,  and  I  C, 
parties  of  the  second  part,  that  the  said  party  of  the  first  part  shall 
proceed  to  organize  a  corporation  with  a  capital  stock  of  $100,000, 
to  be  divided  into  1,000  shares  of  the  par  value  of  $100  each  for  the 
purpose  of  manufacturing,  selling  and  dealing  in  such  keyless  locks, 
i"  I"'  located  at  the  city  of  Pittsburg,  state  of  Pennsylvania.2 

It  is  further  agreed,  and  the  parties  of  the  secpnd  part  hereby  each 

rally  binds  himself  to  subscribe  for,  take  and  pay  for  50  shares 

<.f  the  capital  stock  of  said  corporation,  and  each  to  pay  for  the  same 

when  the  organization  of  tbe  corporation  is  complete  on  such  terms 

a-  the  board  of  directors  then  -elected  may  determine. 

It  is  further  agreed  by  and  between  the  parties  hereto  that  the  said 
letters  patent  and  the  righl  to  manufacture  such  patented  article  is  of 
the  value  of  $25,000;  and   the  partv  of  the   first  part  hereby  agrees 

1  See  §  80  et  eeq.  » §  529. 


PROMOTERS     AGREEMENTS.  5 

and  binds  himself  to  assign  and  transfer  to  said  corporation  on  its  com- 
plete organization  the  said  letters  patent,  and  all  his  right,  title,  and 
interest  in  and  to  said  patent  in  consideration  that  said  corporation, 
on  its  organization,  shall  issue  to  him  250  shares  of  the  said  capital 
stock  as  full  paid.3 

And  in  consideration  of  the  premises  the  said  party  of  the  first 
part  hereby  agrees  and  undertakes  to  secure  solvent  bona  fide  sub- 
scriptions to  the  capital  stock  of  said  proposed  company  in  the  further 
sum  and  amount  of  $50,000,  the  same  to  be  paid  to  the  said  corpora- 
tion or  its  proper  officer  upon  its  organization,  the  subscriptions  for 
the  said  $50,000  to  be  secured  within  90  days  from  the  date  hereof.* 

It  is  agreed  that  the  following  subscriptions  by  the  parties  hereto 
shall  be  binding  on  full  compliance  with  the  terms  and  conditions  of 
this  agreement.5 

We,  the  undersigned,  hereby  subscribe  for  and  agree  to  take  of  the 
capital  stock  of  a  proposed  corporation  to  be  organized  and  located 
at  the  city  of  Pittsburg,  Pennsylvania,  with  a  capital  stock  of  $100,000, 
divided  into  1000  shares  of  the  par  value  of  $100  each,  for  the  purpose 
of  manufacturing  and  selling  the  said  Krockett  Keyless  Lock,  the 
number  of  shares  and  the  amount  set  opposite  our  several  names  as 
follows : 


Number  ( 

)f 

Xames. 

Residences. 

Shares. 

Amount. 

E  W. 

Indianapolis, 

Marion 

County, 

Indiana 

50 

$5,000.00 

J  T. 

» 

>> 

■>■> 

)} 

50 

5,000.00 

M  L. 

» 

» 

» 

■>■> 

50 

5,000.00 

E  M. 

» 

» 

» 

» 

50 

5,000.00 

I  C. 

» 

» 

» 

» 

50 

5,000.00 

D  K. 

» 

» 

» 

» 

250 

25,000.00 

The  same  to  be  paid  by  the  transfer  and  assignment  by  him  of  certain 

letters  patent  granted  to  him  by  the  United  States  on  the day 

of 1910,  and  which  said  patent  is  numbered .6 

It  is  further  agreed  that  the  additional  subscriptions  as  above  pro- 
posed shall  l)e  taken  hereon  or  on  duplicates  of  this  entire  agreement 
and  that  all  additional  subscribers  shall  be  bound  by  the  terms  of  this 
agreement  and  shall  be  on  the  same  terms  and  conditions  as  the  sub- 
scriptions above  made  by  +he  said  parties  of  the  second  part.7 

In  witness  whereof  we  have  hereunto  set  our  hands  this day 

of ,  1910.  (Signed.) 

3  See  §  3688.  °§§  3953,  3960. 

4§  528.  ^7§  590  et  seq. 

5  §§  512,  513,  515,  517. 


6  CORPORATION    FORMS. 

FORM  3. 
Promoter's  Agreement  (3). 

Whereas,  the  organization  is  contemplated  of  a  corporation  under 
and  pursuant  to  the  laws  of  the  state  of  Maine,  to  be  known  as  the 
Deep  Sea  Fishing  Company,  or  by  such  other  name  as  may  be  selected, 
with  a  capital  stock  of  not  less  than  $10,000,  for  the  purpose  of  fishing 
for  bluefish  especially  and  for  such  other  fish,  lobsters,  oysters,  clams, 
whale  and  such  other  sea  products  or  animals  as  may  be  desirable.1 

Xow,  therefore,  A  B,  C  D,  E  F,  G  H,  and  I  J,  the  undersigned, 
do  hereby  promise  and  agree  to  and  with  L  M,  the  promoter  of  said 
corporation,  that  in  consideration  of  the  promise  of  the  said  A  B, 
0  D,  E  F,  G  H,  and  I  J,  hereinafter  stated,  that  they  and  each  of  them 
will  pay  to  the  said  L  M,  or  to  any  person  or  corporation  to  whom  he 
may  assign  this  agreement,  on  demand,  the  several  sums  set  opposite 
their  respective  names  subscribed  hereto,  being  the  subscription  price 
of  the  number  of  shares  of  the  capital  stock  of  the  proposed  corpora- 
tion set  opposite  their  respective  names,  or  such  part  thereof  as  may 
be  called  for  by  said  corporation  after  its  organization.2 

This  agreement  is  conditioned  upon  the  procuring  by  the  said  L  M 
of  other  solvent  bona  fide  subscriptions  aggregating  in  all  no  less  than 
$10,000,  the  full  amount  of  the  capital  stock  of  said  proposed  corpora- 
tion. 

The  said  L  M  hereby  agrees  and  binds  himself,  in  consideration  of 
the  foregoing,  and  in  consideration  of  the  payment  to  be  made  as 
hereinafter  set  out,  to  obtain  solvent  and  bona  fide  subscriptions  to  the 
capital  stock  of  said  proposed  corporation,  which  together  with  the 
amount  subscribed  by  the  parties  to  this  agreement  shall  equal  the  sum 
of  $10,000.3 

The  parties  hereto  further  agree  to  sign,  subscribe,  make  and  exe- 
cute any  and  all  necessary  certificates  or  articles  of  incorporation 
proper  and  necessary  to  perfect  the  organization  of  said  proposed 
corporation.4 

(  Insert  consideration  to  be  paid  promoter.) 
In  witness  whereof,  etc. 

FORM  4. 

Promoter's  Agreement  With  Partners  (1). 

Tins  agreement  by  and  between  A  B  and  C  D,  parties  of  the  first 
part,  ami  (J  II .  party  of  the  second  part, 

1  See  §  80  et  seq.  8  §  590  et  seq. 

:  SS  512,  513,  515.  *§§  526,  527,  533. 


TROMOTERS'    AGREEMENTS.  7 

Witnesseth,  that,  whereas  the  said  parties  of  the  first  part  now  own 

and  operate,  and  have  owned  and  operated  as  partners  for  

years  last  past,  a  certain  manufacturing  plant  located  at ,  and 

have  during  all  of  said  time  been  engaged  in  the  manufacture  of  (here 
state  nature  of  business)  ;  and,  whereas  said  first  parties,  as  such 
partners,  desire  to  change  said  partnership  into  a  corporation,  and 

continue  the  business  as  a  corporation  with  a  capital  stock  of  $ , 

and  to  transfer  to  said  corporation  the  said  manufacturing  plant,  and 
all  property  and  assets  and  the  good  will  of  said  partnership,  as  a  part 
of  the  capital  stock  of  the  proposed  corporation ;  and, 

Whereas,  the  said  party  of  the  second  part  proposes  to  undertake  to 
secure  subscriptions  from  outside  persons  to  the  capital  stock  of  the 
proposed  corporation : 

Now,  therefore,  it  is  mutually  agreed  that  in  consideration  of  the 
premises  the  said  parties  of  the  first  part  hereby  agree  and  bind  them- 
selves to  convey,  transfer  and  assign  to  the  said  corporation  when 
organized,  all  the  property,  assets  and  good  will  of  the  said  partnership, 

at  the  fixed  price  and  value  of  $ ,  and  to  take  and  subscribe  of 

the  capital  stock  of  said  proposed  corporation  an  amount  equal  in 
its  face  value  to  the  said  value  of  the  said  manufacturing  plant  and 
good  will.1 

In  consideration  of  the  premises  and  the  payment  to  be  made  as 
hereafter  provided,  the  said  party  of  the  second  part  undertakes  and 
agrees  to  secure  bona  fide  and  solvent  subscriptions  to  the  capital  stock 
of  said  proposed  corporation,  to  the  extent  of  the  residue  thereof.   Said 

subscriptions  to  he  secured  on  or  before  the day  of and 

payable  as  follows:2  (here  state  terms  of  subscriptions). 

In  consideration  of  the  premises  and  of  the  services  to  be  performed 
by  said  G  H,  it  is  hereby  mutually  agreed  and  understood  shall  have 

and  receive  in  payment  of  his  said  services shares  of  the  capital 

stock  of  said  corporation,  to  be  issued  to  him  on  its  complete  organiza- 
tion ;  and  the  acceptance  of  the  benefits  of  this  agreement,  and  the 
acceptance  of  a  conveyance  of  the  said  above  described  property  by 
the  proposed  corporation  when  its  organization  is  complete,  shall  be 
taken  and  regarded  as  sufficient  to  compel  it  to  perform  the  condi- 
tions of  this  agreement,  and  to  issue  to  said  G  H  the  said  shares  of 
stock  as  herein  provided.3 
In  witness  whereof,  etc. 
(Signed.) 

1  See  §  80  et  seq.    See  also,  §?  513,         *  §§  528,  590  et  seq. 
515.  *  §§  92  et  seq.,  3511. 


8  CORPORATION    FORMS. 

FORM  5. 
Promoter's  Agreement  With  Partners  (2). 

This  agreement  by  and  between  A  B  of  the  first  part,  known  as 
the  promoter,  and  C  D,  E  F  and  G  H,  parties  of  the  second  part, 
known  as  the  subscribers, 

Witnesseth,  that  in  consideration  of  the  mutual  promise  and  of  the 
benefits  to  be  derived  therefrom,  it  is  proposed  and  agTeed  to  organize 

a  corporation  under  the  laws  of  the  state  of ,  to  be  known  and 

named  as  (state  proposed  name),  or  other  name  as  may  hereafter 
be  agreed  upon,  the  purpose  of  which  shall  be  to  transact  the  business 
of  (here  state  general  nature  of  business),  with  power  to  do  and  per- 
form all  things  necessary  directly  or  indirectly,  to  carry  on  and  trans- 
act such  business  pursuant  to  the  statutes  of  said  state  ;x  and, 

Whereas,  it  is  proposed  that  said  corporation  shall  have  a  capital 

stock  of  $ ,  divided  into number  of  shares  of  $ 

each   (or  to  be  divided  into  shares  of  preferred  stock  and 

shares  of  common  stock  of  the  par  value  of  $ each)  ; 

and  the  said  second  parties,  the  subscribers,  desire  to  become  stock- 
holders in  said  corporation:2 

Now,  therefore,  we,  the  said  subscribers,  in  consideration  of  our 
mutual  promises  and  of  the  benefits  to  be  derived  from  the  organiza- 
tion of  said  corporation  do  severally  agree  with  each  other  and  with 
the  said  A  B,  who  has  been  and  is  actively  interested  in  the  formation 
of  said  corporation,3  to  take  and  pay  for  the  number  (and  kind)  of 
shares  of  stock  in  said  proposed  corporation  set  opposite  our  respective 

names,  and  to  pay  thereafter  the  sum  of  $ per  share;  payments 

to  be  made  as  follows  (here  state  terms  of  payment).4 

It  is  further  agreed  that  in  consideration  of  the  premises  and  on  full 
payment  of  said  subscriptions  that  each  of  said  subscribers,  or  his 
'is,  shall  on  the  organization  of  said  corporation,  receive  certifi- 
cates of  stock  therein  to  the  amount  of  his  subscription  and  that  each 
subscriber  hereto  on  full  payment  of  his  said  subscription  shall  be  a 
member  and  stockholder  in  said  corporation  to  the  amount  and  extent 
of  his  said  shares  so  subscribed  and  paid.5 

This  agreement  is  on  the  express  condition  that  the  said  A  B  shall 

procure  on  or  before  the  day  of sufficient  solvent  and 

bona  Bde  subscriptions,8  which  together  with  the  subscriptions  hereto 
made  by  the  said  subscribers  shall  amount  to  $ ,  the  full  proposed 

'  §  80  et.  spq.  '  S§  523,  524. 

7U  515,  529.  -§  3511. 

»§§  523,  524.  °§§  528,  590  et  seq. 


promoters'  agreements.  9 

(or  some  stated  part)  of  the  capital  stock  of  said  proposed  corpora- 
tion.7 

In  consideration  of  said  subscriptions  and  of  the  promise  of  the  said 
subscribers,  the  said  A  B  hereby  agrees  and  binds  himself  to  continue 
the  active  operation  of  promoting  and  organizing  said  corporation  and 
to  procure  on  or  before  the  date  aforesaid  bona  fide  and  solvent  sub- 
scriptions to  the  capital  stock  of  said  proposed  corporation  in  said 
amount,  and  to  perfect  the  organization  of  said  corporation  imme- 
diately thereafter. 

And  in  consideration  of  the  premises  the  said  subscribers  agree  and 
bind  themselves,  upon  full  compliance  by  the  said  A  B,  to  sign,  exe- 
cute and  make  any  petition,  application  or  certificate  or  other  writing, 
and  to  do  all  things  and  to  take  all  necessary  steps  required  by  sub- 
scribers in  completing  the  organization  of  said  proposed  organization. v 

In  consideration  of  the  premises  and  of  the  services  so  to  be  per- 
formed of  said  A  B,  it  is  mutually  agreed  and  understood  that  the  said 

A  B  shall  have  and  receive  for  and  in  payment  of  such  services 

shares  of  the  capital  stock  of  said  corporation,  to  be  issued  to  him  on 
its  organization,  or  on  failure  of  the  said  corporation  when  organized 
so  to  do,  we,  the  subscribers,  each  agree  and  bind  ourselves  to  assign 
and  transfer  to  said  A  B  of  the  shares  so  issued  to  us,  the  said  number 
of  shares  in  proportion  to  the  number  owned  by  each  of  us.9 

In  testimony  whereof,  etc. 

Number  of  Kind  of 

Name.  Residence.  Shares.  Shares. 


i  §  529.  •  See  §  542. 

8§  526. 


ARTICLE  TWO. 
SUBSCRIPTIONS  BEFORE  INCORPORATION: 

FOKM  6. 
Subscription  Before  Incorporation.    (Short  Form.) 

The  undersigned,  in  consideration  of  the  mutual  promises  of  the 
subscribers  hereto,  as  hereinafter  set  forth,  do  severally  agree  to  take 

the  number  of  shares  of  the  capital  stock  of  the Company,  set 

opposite  our  respective  names,  as  soon  as  said  company  shall  be 
incorporated,  and  to  pay  for  said  shares  at  their  par  value  upon 
demand  of  the  treasurer  of  said  company  after  its  incorporation. 

Name.  Eesidence.  Number  of  shares.  Amount. 


See  §§  512  et  seq.,  539. 

FORM  7. 
Subscription  Agreement. 

THE  UNITED  STATES  VOTING  MACHINE  COMPANY 

TO  BE  INCORPORATED  UNDER  THE  LAWS  OF 

NEW    JERSEY. 

Capital  Stock $500,000.00 

Shares $100.00    each. 

We,  the  undersigned,  severally  subscribe  for  and  agree  to  take  and 
pay  for  the  same  at  their  par  value,  the  number  of  shares  of  the  capital 
stock  of  the  United  States  Voting  Machine  Company  set  opposite  our 
respective  signatures.1  Said  subscriptions  to  become  due  as  soon  as  the 
organization  of  said  company  is  completed,  and  we  hereby  promise  to 
pay  the  same  in  cash  on  demand  of  the  treasurer  of  said  company,  or 
on  such  terms  as  the  board  of  directors  may  determine.2 

Dated . 

Names.  Addresses.  Shares.  Amounts. 


512,  515,  521,  546  et  seq.  • See  §§  3687,  3699-3705,  3711. 

10 


SUBSCRIPTIONS  BEFORE   INCORPORATION.  11 

FOBM  8. 
Subscription  Before  Incorporation  (1). 

We,  the  undersigned  subscribers,  hereby  mutually  agree  to  organize 
and  form  a  stock  corporation  under  and  pursuant  to  the  laws  of  the 

state  of ,  under  the  name  of Company,  for  the  purpose 

of  (here  state  in  a  general  way  the  purpose  of  the  proposed  corpora- 
tion) ;  and  for  such  purpose  we  hereby  agree  to  subscribe  for  and  take 
of  the  capital  stock  of  said  corporation  when  organized,  and  we  hereby 
mutually  agree  to  pay  to  the  treasurer  of  said  corporation  when  organ- 
ized, the  amount  set  opposite  our  respective  names,  in  such  manner 
and  on  such  terms  as  the  stockholders  or  board  of  directors  may  deter- 
mine.1 

It  is  further  mutually  agreed  that  subscription  lists  and  agreements 
may  be  executed  in  several  parts,  each  of  which  so  signed  and  executed 
shall  be  deemed  to  be  an  original,  and  all  such  counterparts  taken 
together  shall  constitute  a  single  subscription  and  shall  be  the  same 
instrument. 

Names.  Addresses.  Number  of  Shares.  Amounts. 


(The  contract  of  subscription  cannot  be  enforced  if  there  is  any 
material  departure  in  the  subsequent  organization  and  formation  of 
the  corporation.)2 

1  §§  512,  513,  517,  526,  528,  529,  *  §§  535-538;  Woods  Motor  &c.  Co. 
539,  590.  v.  Brady,  181  N.  Y.  145,  73  N.  E.  674. 

FORM  9. 

Subscription  Before  Incorporation  (2). 

We,  the  subscribers,  hereby  mutually  agree,  each  with  the  other,  and 
with  the  corporation  to  be  formed  as  hereinafter  mentioned,  to  take 
and  pay  for  the  number  of  shares  set  opposite  our  respective  names 
hereto,  of  the  capital  stock  of  a  corporation  to  be  organized  under  the 
laws  of  the  state  of  Delaware,  under  the  name  of  the  Bivalve  Company, 
for  the  purpose  of  owning  and  maintaining  oyster  beds  and  fields,  and 
for  raising,  producing,  marketing  and  otherwise  dealing  in  oysters, 
such  corporation  to  have  an  authorized  capital  stock  of  $100,000, 
divided  into  one  thousand  shares  of  the  par  value  of  $100  each  -,1  and 
we  do  severally  agree  to  pay  the  face  value  of  such  shares  of  stock  so 
subscribed  by  each  of  us  in  cash  to  said  corporation,  or  its  proper 

*§§  512   et   seq.,    529,   590  et  seq.,  3688. 


12  CORPORATION    FORMS. 

officer  when  organized,  in  such  instalments  and  on  such  terms  as  may 
then  be  determined.2 

The  subscriptions  hereby  made  shall  be  deemed  to  be  accepted  by 
said  corporation  when  its  organization  and  incorporation  is  complete.3 

And  it  is  agreed  and  understood  that  these  subscriptions  hereto  are 
several  and  not  joint  and  they  shall  not  be  binding  until  bona  fide 
subscriptions  shall  have  been  made  amounting  in  the  aggregate  to 


It  is  mutually  agreed  that  subscriptions  shall  be  made  on  separate 
sheets  of  paper  and  these  combined  as  one  instrument. 

Names.  Addresses.  Number  of  Shares. 


'§§  3699-3705.  »§§  522,  600,  601. 

FORM   10. 
Conditional  Subscription  Before  Incorporation  (1). 

Whereas,  it  is  proposed  by  certain  interested  parties  to  organize  a 

corporation  to  be  known  as ,  with  its  principal  office  and  place  of 

business  at  ,  and  having  a  capital  stock  of  $ ,  having 

$ of  preferred  and  $ of  common  stock,  each  of  the  par 

value  of  $ . 

Now,  therefore,  the  undersigned  hereby  mutually  agree  and  bind 
themselves  to  take  and  pay  for  the  number  of  shares  set  opposite  our 
respective  names,  payment  to  be  made  as  follows:1  (here  state  terms 
of  contract). 

It  is  expressly  agreed  and  understood  that  this  agreement  and  sub- 
scription shall  not  be  binding  unless  the  full  amount  (or  some  stated 
part)  of  said  capital  stock  shall  be  secured  in  solvent  and  bona  fide 

subscriptions  on  or  before  the day  of ,  and  unless  the 

said  corporation  is  organized,  located  as  aforesaid,  with  the  said  capital 
stock  and  for  the  purpose  aforesaid.2  This  agreement  to  be  mutually 
binding  upon  the  subscribers  until  said  date.3 

In  testimony  whereof,  etc. 

Number  of  Kind  of 

Name.  Residence.  Shares.  Shares. 


J  §5  521,  528,  590  et  seq.  s§§  517,  518,  523,  524. 

a§  529. 


SUBSCRIPTIONS   BEFORE    INCORPORATION".  13 

FORM    11. 

Conditional  Stock  Subscription  Before  Incorporation  (2). 

We,  the  undersigned,  hereby  agree  to  .take  and  do  hereby  subscribe 
for  the  number  of  shares  set  opposite  our  respective  names  and  post- 

office  addresses,  of  the  capital  stock  of  the corporation,  to  be 

formed  under  and  pursuant  to  the  laws  of  the  state  of ,  with 

a  capital  stock  of  $ divided  into shares  of  $ each, 

for  the  purpose  (here  state)  ;  and  we  hereby  agree  to  pay  our  several 
subscriptions  to  A  B  and  C  D,  commissioners  (or  trustees)  authorized 
to  take  subscriptions  for  said  corporation.  These  subscriptions  to  be 
payable  on  such  terms  and  in  such  payments  as  such  commissioners 
or  the  corporation  by  its  board  of  directors,  when  organized,  may  deter- 
mine.1 

These  subscriptions  and  this  agreement  are  upon  the  conditions  as 
follows  :2 

First.  That  bona  fide  subscriptions  to  the  capital  stock  of  said  cor- 
poration to  the  amount  of  $ shall  have  been  secured  on  or  before 

the day  of ,  1910. 

Second.  That  the  complete  organization  of  said  corporation  shall 
have  been  effected  before  the day  of ,  1910. 

Third.  That  the  said  corporation,  when  organized,  shall  be  located 
at  the  city  of ,  county  of ,  state  of . 

Fourth.  That  the  said  corporation  shall  be  organized  for  the  pur- 
pose (here  state). 

On  the  failure  of  any  one  of  these  conditions,  the  subscriptions 
hereto  shall  be  null,  void  and  of  no  effect,  and  the  subscribers  shall  be 
released  and  fully  discharged  from  all  obligations  herein  made.3 

It  is  mutually  agreed  that  this  instrument  may  be  executed  in  several 
counterparts  and  separate  instruments,  and  that  said  counterparts 
shall  together  be  but  one  subscription  and  instrument. 

Xames.  Addresses.  Xumber  of  Shares.  Amount. 


§§  511-516.  8§§  535-538. 

§§  528,  529,  590  et  seq. 


14:  CORPORATION    FORMS. 

FOEM  12. 
Subscription  Blank — Individual. 

THE  UNITED  STATES  VOTING  MACHINE  COMPANY 

TO  BE   INCORPORATED  UNDER  THE  LAWS   OF 

NEW  JERSEY. 

Capital  Stock $500,000.00 

Shares $100.00    each. 

I  hereby  subscribe  for  and  agree  to  take  and  pay  for shares 

of  the  capital  stock  of  The  United  States  Voting  Machine  Company, 
at  the  par  value  thereof,  and  agree  to  pay per  cent,  of  such  sub- 
scription on  demand  of  the  treasurer  as  soon  as  the  organization  of 

said  company  is  completed,  and  per  cent,  on  demand  of  the 

treasurer  of  said  company  at  any  time  after days  from  the 

incorporation  thereof;1  and  the  remainder  to  be  paid  at  such  times 
and  in  such  amounts,  not  exceeding  ten  per  cent  in  any  one  month, 
as  may  be  required  by  the  board  of  directors  of  said  company.2 

(Dated  and  signed.) 

*See  generally,  §  547  et  seq.  *See  §§  3687,  3699-3705,  3711. 

FOEM  13. 
Subscription  Agreement — Promise  to  Promoters. 

THE  SWIFT  AUTOMOBILE  COMPANY. 

Capital  Stock $500,000. 

Shares $100  each. 

We,  the  undersigned,  hereby  agree  with  William  D.  Oakes  and  War- 
ren J.  Steele,  both  of  the  city  of  Indianapolis,  state  of  Indiana,  as 
promoters  and  trustees  of  the  Swift  Automobile  Company,  a  corpora- 
tion to  be  organized  under  the  laws  of  the  state  of  Indiana,  for  the 
purposes  and  under  the  conditions  set  forth  in  the  attached  state- 
ment and  prospectus,1  to  subscribe  and  we  do  hereby  severally  sub- 
Bcribe  for  the  number  of  shares  of  the  capital  stock  (common,  preferred 
or  treasury  stock)  of  said  company  set  opposite  our  respective  names 
at  the  rate  of  eighty  dollars  for  each  one  hundred  dollar  share,  and 
agree  to  pay  the  amounts  of  our  respective  subscriptions  to  the  treas- 
urer of  the  said  Swift  Automobile  Company  as  soon  as  the  same  is 
incorporated  and  its  said  stock  ready  for  issue  ;2  said  stock  to  be  deliv- 

1See§§  80  et  seq.,  115.  *§§  512,    515,    521,    523,    526,   539, 

543. 


SUBSCRIPTIONS   BEFORE    INCORPORATION.  15 

ered  to  the  respective  subscribers  or  their  agents,  fully  paid  and  non- 
assessable, upon  full  payment  of  the  said  subscription  price.  These  sub- 
scriptions are  made  upon  the  following  conditions,3  to-wit : 

1.  It  is  mutually  agreed  between  the  subscribers  hereto  and  the  said 
William  D.  Oakes  and  Warren  J.  Steele,  promoters  and  trustees  of 
said  proposed  corporation,  that  the  subscriptions  hereto  are  conditioned 
upon  bona  fide  subscriptions  for  said  stock  to  the  par  value  of  three 
hundred  thousand  dollars  being  secured  within  ninety  days  from  the 
date  hereof.4 

2.  That  the  organization  and  incorporation  of  said  Swift  Automo- 
bile Company  shall  be  completed  on  or  before  the  day  of 

,  1910.5 

Dated  January  1,  1910. 

Names.  Addresses.  Shares.  Amounts. 


(This  subscription  list  is  to  be  attached  to  a  prospectus  or  statement 
giving  the  important  details  of  the  proposed  incorporation.)8 

3  See  §  590  et  seq.  B  §  528. 

«§§  529,  530.  6§  115. 

FOKM  14. 
Subscription  Before  Incorporation — Payable  in  Stock. 

THE  HI-SKY  AEROPLANE  COMPANY. 

Stock  subscription  to  the  Hi-Sky  Aeroplane  Company. 

Whereas,  Gabriel  Wright  and  Michael  Fischer,  as  promoters  and 
trustees  propose  to  promote  and  organize  a  corporation  under  the 
laws  of  the  state  of  California  to  be  known  as  The  Hi- Sky  Aero- 
plane Company,  for  the  purpose  of  making,  owning  and  operating 
aeroplanes,  and  selling  and  sailing  the  same,  with  an  authorized  capital 
stock  of  three  hundred  thousand  dollars,  divided  into  three  thousand 
shares  of  the  par  value  of  one  hundred  dollars  each,  of  which  one 
thousand  shares  shall  be  six  per  cent,  cumulative  preferred  stock, 
preferential  as  to  both  dividends  and  assets,1  and  two  thousand  shares 
shall  be  common  stock  with  the  exclusive  power  of  voting  and  partici- 
pating in  the  management  of  the  said  corporation.2 

It  is  now,  therefore,  agreed  between  Judas  Underwood  and  the 
said  Gabriel  Wright  and  Michael  Fischer,  their  assigns  or  successors, 

»§§  3427,  3586,  3590-3593,  5345.  2§§  855,  3426,  3603. 


16  CORPORATION   FORMS. 

that  the  said  Judas  Underwood  does  hereby  promise  and  agree  to  and 
with  the  said  Gabriel  Wright  and  Michael  Fischer  that  in  consideration 
of  the  premises  and  advantages  to  be  derived  from  said  organization, 
he  will  take  stock  in  and  become  a  shareholder  in  said  corporation  to 
the  amount  of  one  hundred  shares  of  the  common  stock  of  said  com- 
pany and  fifty  shares  of  the  preferred  stock  of  said  company,  and  will 
pay  for  the  same  at  its  par  value.3 

It  is  further  agreed  and  understood  that  the  said  Judas  Underwood 
shall  have  the  privilege  of  paying  his  said  subscription  by  assigning 
and  transfermg  to  the  said  Hi-Sky  Aeroplane  Company  one  hundred 
fifty  shares  of  stock  in  the  South  Pole  Expedition  Company,  at  the 
agreed  valuation  of  one  hundred  dollars  per  share.4 

It  is  further  agreed  and  understood,  and  the  said  subscription  is 
made  on  the  express  condition  that  the  said  promoters  and  trustees 
shall  secure  bona  fide  subscriptions  to  the  capital  stock  of  the  said 
Hi-Sky  Aeroplane  Company,  as  follows  :5  One  hundred  fifty  thousand 
dollars  of  the  common  stock  and  fifty  thousand  dollars  of  the  preferred 
stock,  a  total  of  two  hundred  thousand  dollars,  which  shall  be  the  mini- 
mum amount  with  which  the  said  company  shall  begin  business,  and 
that  said  subscriptions  shall  be  secured  and  such  incorporation  be 

completed  on  or  before  the  day  of  ,  1910.    Otherwise, 

this  subscription  to  be  null  and  void.6 

The  said  Judas  Underwood  hereby  agrees  and  binds  himself  to  assign 
and  tranfer  the  said  shares  of  stock  in  the  said  South  Pole  Expedition 
Company  to  the  Hi-Sky  Aeroplane  Company  on  its  organization. 

It  is  further  agreed  and  understood  that  if  the  said  Hi-Sky  Aero- 
plane Company  when  organized  should  decline  and  refuse  to  accept 
the  benefits  of  this  agreement  and  should  decline  and  refuse  to  issue 
the  said  shares  of  stock  on  its  organization,  then  in  that  event  this 
agreement  and  subscription  will  be  null  and  void. 

In  witness  whereof,  the  parties  have  hereunto  set  their  hands  this 
day  of ,  1910.  (Signed.) 

(This  form  may  be  used  for  payment  of  subscription  in  any  kind 
of  property.) 

s  §  512  et  seq.  5  §  590  et  seq. 

*§  3956.  •§  529. 


SUBSCRIPTIONS   BEFORE    INCORPORATION".  17 

FORM  15. 
Subscription  Agreement — Preferred  Stock  With  Bonus. 

THE    JERSEY   BIVALVE    COMPANY 

TO  BE  INCORPORATED  UNDER  THE  LAWS  OF  THE  STATE  OF 

DELAWARE 

FOR  THE  PURPOSE  OF  ACQUIRING  OYSTER  BEDS  AND  RAISING,  PRODUCING 

SELLING  AND  DEALING  GENERALLY  IN  OYSTERS. 

Capital  Stock,  $1,000,000. 
Common  Stock,  $700,000.  Preferred  Stock,  $300,000. 

Shares,  $100  Each. 

"We,  the  undersigned,  do  hereby  severally  subscribe  for  and  agree  to 
take  the  number  of  shares  of  the  preferred  stock  of  the  Jersey  Bi- 
valve Company  set  opposite  our  respective  signatures,  at  the  par  value 
of  one  hundred  dollars  per  share,  and  contract  and  agree  with  John 
D.  Fish  and  Samuel  F.  Waters,  Trustees,1  to  pay  the  said  respective 
subscriptions  as  follows :  Twenty- five  per  cent,  thereof  to  the  said  trus- 
tees or  to  the  treasurer  of  said  corporation  when  organized,  on  demand ; 
the  remainder  thereof  to  the  said  corporation  when  organized  or  its 
treasurer  in  monthly  instalments  of  ten  per  cent,  of  the  total  amount 
thereof,  payable  on  the  first  Monday  of  each  month  thereafter  until 
the  full  amount  is  paid. 

The  said  subscriptions  are  made  upon  the  following  conditions : 

First :  That  not  less  than  two  hundred  thousand  dollars  face  value 
of  the  preferred  stock  of  the  said  proposed  corporation  shall  have  been 
subscribed  for  in  good  faith  on  the  terms  herein  set  forth  on  or  before 
the day  of ,  1910.2 

Second:  That  the  said  proposed  Jersey  Bivalve  Company  be 
organized  and  incorporated  with  a  capital  stock  of  one  million  dollars, 
divided  into  ten  thousand  shares  of  the  par  value  of  one  hundred  dol- 
lars each;  three  thousand  shares  of  the  said  stock  to  be  six  per  cent, 
cumulative  preferred  stock  and  seven  thousand  shares  thereof  to  be 
common  stock,3  and  that  with  each  share  of  preferred  stock  hereby 
subscribed  and  paid  for  in  accordance  with  the  terms  of  this  subscrip- 
tion, the  subscriber  shall  receive  as  a  bonus  one  share  of  the  full-paid 
and  non-assessable  common  stock  of  the  said  proposed  corporation.4 

Third :  That  five  hundred  thousand  dollars  of  the  face  value  of  the 
common  stock  of  said  company  shall  have  been  subscribed  for  in  good 
faith 'on  or  before  the day  of ,  1910. 

x§  534.  3§§  3427,  3586  et  seq.,  359C-3593, 

2  §§  528,  529,  590  et  seq.  5345. 

*  §  3444.    See  §  3907. 
2— Thomp.  Corp.  VII. 


18  CORPORATION"   FORMS. 

Fourth:  That  the  organization  and  incorporation  of  the  said  Jer- 
sey Bivalve  Company  shall  be  completed  on  or  before  the  

day  0f  — , ,}  1910.    And  it  is  agreed  and  understood  that  if  said 

condition  shall  not  be  fully  and  faithfully  complied  with,  the  sub- 
scriptions hereto  shall  be  null  and  void  and  of  no  force  or  effect. 

Wilmington,  Delaware,  January  1,  1910. 

Names.  Addresses.  Shares.  Amounts. 


FORM  16. 
Conditional  Subscriptions  to  Commissioners. 

"We,  the  undersigned,  hereby  agree  with  A  B  and  C  D,  commissioners 

and  trustees  for  the  incorporation  of  the Company,  to  subscribe 

for,  and  do  hereby  severally  subscribe  for  the  number  of  shares  of 
capital  stock  of  the  said  corporation  set  opposite  our  respective  names, 
and  agree  to  pay  said  commissioners,1  or  the  said  corporation  on  its 
organization,  the  par  value  thereof  on  the  following  terms:  (insert 
terms  of  payment). 

These  subscriptions  are  made  upon  the  following  conditions :   First, 

that  bona  fide  solvent  subscriptions  shall  be  made  for  the  full  $ , 

the  capital  stock  of  the  said  proposed  corporation,2  on  or  before  the 

day  of  .    Second,  that  said  corporation  shall  be  duly 

and  legally  organized  and  incorporated  on  or  before  the day 

of .3 

Such  subscriptions  to  be  paid  to  the  said  A  B  and  C  D  as 
such  commissioners,  or  to  the  duly  authorized  officer  or  agent  of  the 
said  corporation  when  organized.4 

The  undersigned  and  each  of  them  agree  to  join  in  any  written 
application  or  articles,  and  to  make,  sign,  and  acknowledge  the  instru- 
ments of  writing  necessary  to  make  and  complete  the  organization  of 
said  proposed  corporation. 

It  is  further  agreed  and  understood  that  on  organization  of  the 
proposed  corporation  it  shall  issue  or  cause  to  be  issued  to  each  sub- 
scriber hereto,  certificates  of  stock  for  the  number  of  shares  so  sub- 
Bcribed  by  each,  ill  number  and  form  desired  by  him,  and  that  until 
such  certificates  are  issued  each  subscriber  shall  have  all  the  rights  and 

1  §  534.  '  §  528. 

2§§  529,  590  et  seq.  «§  539. 


SUBSCRIPTIONS   BEFORE   INCORPORATION.  19 

be  entitled  to  all  the  privileges  of  a  stockholder  in  such  corporation,  to 
the  extent  of  his  subscription  hereto.5 

It  is  mutually  agreed  that  this  subscription  list  may  be  executed  in 
separate  instruments  with  the  same  force  and  effect  and  with  the  same 
individual  obligation  as  if  all  signatures  were  affixed  to  a  single 
instrument. 

In  testimony  whereof,  etc. 

Xames.  Addresses.  Shares.  Amounts. 


B§§  541,  3511,  3526. 

FORM   17. 

Withdrawal  of  Subscription. 

Trenton,  X.  J.,  January  10,  1910. 
To  A  B  (Promoter) : 

You  are  hereby  notified  that  I  do  now  and  hereby  withdraw  the  sub- 
scription made  by  me  on  the day  of ,  1909,  to  the  pro- 
posed corporation  known  as ,  of  which  you  are  the  promoter, 

and  that  I  shall  not  be  further  bound  by  my  subscription  so  made, 
and  will  not  take  or  accept  or  pay  for  any  stock  in  the  said  proposed 
corporation  when  organized.  You  will,  therefore,  govern  yourself 
accordingly.1 

(Signed)  C  D. 
1  See  §§  518  et  seq.,  608.     See  also,  §  766. 


ARTICLE  THREE. 
SUBSCRIPTIONS  AFTER  INCORPORATION. 

FORM  18. 
Subscription  after  Incorporation. 

"We,  the  undersigned,  hereby  subscribe  for  and  agree  to  take  and 
pay  for  the  number  of  shares  of  the  capital  stock  of  the corpo- 
ration set  opposite  our  respective  names  and  postoffice  addresses,1  and 
we  hereby  promise  and  agree  to  pay  for  said  stock  at  such  times  and  in 
such  instalments  as  the  board  of  directors  of  such  corporation  may 
require.2  (Payments  to  be  made  without  relief  from  valuation  or  ap- 
praisement laws). 

Postoffice  Address.  Number 

Name.        City,  County  and  State.  of  Shares.  Amount. 


»§§  546  et  seq.,  561,  567.  2  §§  3687,  3699-3705,  3711. 

FORM  19. 
Subscription  after  Incorporation — Individual. 

THE COMPANY, 

St.,  New  York,  New  York. 


Capital  Stock,  $1,000,000. 
Shares,  $100  each. 

I  hereby  subscribe  for  100  shares  of  the  capital  stock  of  the 

Company  at  the  par  value  thereof  and  agree  to  pay  per  cent 

of  this  subscription  on  demand  of  the  treasurer  of  said  corporation 
as  soon  as  it  is  incorporated.1    The  remainder  to  be  paid  at  such  times 

and  in  such  instalments,  not  exceeding per  cent  in  any  one 

month,  as  may  be  fixed  and  required  by  the  board  of  directors  of  such 
corporation  when  organized.2 

(Dated  and  Signed.) 

1  §  546  et  seq.  "  §§  3687,  3699-3705,  3711. 

20 


SUBSCRIPTIONS   AFTER   INCORPORATION.  21 

FORM  20. 
Subscription  after  Incorporation — Payable  in  Property  (1). 

I  hereby  subscribe  for  and  agree  to  take  ten  (10)  shares  of  the 
capital  stock  of  the  Chambers  Fireless  Cooker  Company,  at  the  par 
value  thereof,  and  in  payment  of  which  I  hereby  promise  and  agree 
and  bind  myself  to  lease  to  the  said  Chambers  Fireless  Cooker  Com- 
pany a  certain  building  situated  on  lot ,  in  the  city  of , 

for  the  term  of  one  year  from  the  date  of  the  acceptance  of  this  sub- 
scription, a  form  of  which  proposed  lease  is  attached  to  this  subscrip- 
tion. This  subscription  to  be  void  and  of  no  force  or  effect  if  not 
accepted  to  be  paid  as  herein  specified. 

In  witness  whereof,  etc. 


See  §§  512  et  seq.,  590  et  seq. 


FORM  21. 
Subscription  after  Incorporation — Payable  in  Property  (2). 

THE  COLD  ICE  COMPANY 
Of  

I,  the  undersigned,  hereby  subscribe  for  one  hundred  shares  of  the 
capital  stock  of  The  Cold  Ice  Company,  at  the  face  value  thereof  and 
agree  to  pay  for  the  same  by  conveying  to  the  said  The  Cold  Ice 

Company,  the  following  described  real  estate  in  the  city  of  , 

county  of ,  state  of :     (Here  describe  real  estate). 

Said  real  estate  is  estimated  and  appraised  to  be  of  the  value  of  ten 
thousand  dollars,  as  shown  by  the  affidavit  and  appraisement  of  A  B 
and  C  D,  two  reputable  freeholders  of  the  community  and  who  have 
knowledge  of  the  value  of  real  estate  in  said  community.  The  said 
conveyance  to  be  by  general  warranty  deed  conveying  said  real  estate 
free  and  clear  from  all  incumbrance  and  giving  immediate  possession 
thereof  to  The  Cold  Ice  Company.  The  deed  to  be  executed  and 
delivered  on  the  acceptance  of  this  subscription  and  the  issuing  to  the 
undersigned  of  the  said  one  hundred  shares  of  the  capital  stock  of  the 
said  corporation.  (Dated  and  Signed.) 


%%  CORPORATION"   FORMS. 

FOEM  22. 
Subscription  after  Incorporation — Conditional. 

I  hereby  subscribe  for  and  agree  to  take  one  hundred  shares  of 
the  capital  stock  of  the  Bee  Line  Eailroad  Company,  a  corporation 
organized  under  the  laws  of  the  state  of  Illinois,  to  construct  and 
operate  a  railroad  from  the  city  of  Chicago  to  the  city  of  Cairo,  in 
said  state. 

This  subscription  is  on  the  express  condition  that  the  said  railroad 
company  will  construct  and  operate  its  line  of  railroad  into  and  through 
the  city  of  Mattoon,  in  said  state;  and  on  further  condition  that  the 
said  railroad  company  shall  build  and  maintain  at  said  city  of 
Mattoon  a  neat  and  commodious  depot  and  station  for  the  accommoda- 
tion of  passengers  and  the  traveling  public. 

One-half  of  said  subscription  to  be  payable  when  the  said  railroad 
is  located  and  the  first  train  of  cars  run  upon  and  over  the  same 
through  the  said  city  of  Mattoon. 

The  remaining  half  due  and  payable  when  said  railroad  company 
shall  have  built  and  constructed  the  said  depot  and  station  at  the  said 
city  of  Mattoon. 

In  witness,  etc. 

See  §§  619-621. 

FOEM  23. 
Cancelation  of  Subscription. 

To  The  Chambers  Fireless  Cooker  Company: 

As  my  subscription  to  the  capital  stock  of  your  company  has  not 
been  accepted,  you  are  hereby  notified  that  I  propose  to  and  do  now 
hereby  withdraw  and  cancel  my  said  proposed  subscription,  and  shall 
not  hereafter  be  bound  by  the  same. 

You  will,  therefore,  govern  yourself  accordingly. 

(Signed.) 

See  §§  608-609. 


ARTICLE  FOUR. 
ARTICLES  OF  INCORPORATION. 

1.  Articles   and   Certificates    Generally. 

2.  Special  Object  Clauses. 

3.  Preferred  Stock  Clauses. 

4.  Acknowledgment. 

5.  Affidavits. 

1.    Articles  and  Certificates  Generally. 

FORM  24. 
Articles  of  Incorporation — General  Form. 

"We,  the  undersigned,  hereby  mutually  agree  to  unite  and  associate 
ourselves  as  a  corporation,  and  for  such  purpose  we  hereby  make, 
execute  and  adopt  the  following  articles  of  incorporation : 

Art.  1.    The  name  of  this  corporation  shall  be  -1 

Art.  2.  The  period  of  the  existence  and  the  duration  of  the  life  of 
this  corporation  shall  be years2  (or  perpetual). 

Art.  3.  The  principal  office  and  place  of  business  of  this  corpora- 
tion shall  be  at  the  city  of ,  in  the  county  of ,  state  of 

3    (it  may  establish  an  office  or  place  of  business  in  another 

state4). 

Art.  4.  The  seal  of  this  corporation  shall  be  (here  fully  describe 
the  seal  as  agreed  upon5). 

Art.  5.  The  objects  and  purposes  of  this  corporation  shall  be 
6  (here  insert  fully  and  in  detail  the  purposes  for  which  the  cor- 
poration is  organized  as  named  in  the  statute;  but  inconsistent  and 
separate  statutory  purposes  should  not  be  stated.  Generally  only  one 
statutory  purpose  should  be  stated  in  detail7 ) . 

Art.  6.    The  business   and   prudential   affairs   of   this   corporation 

shall  be  managed  and  controlled  by  a  board  of directors,  to  be 

elected  annually  at  the  annual  meeting  of  the  stockholders.8 

Art.  7.    The  names  and  residences  of  the  persons  who  have  been 


1  5  188. 

e§  192. 

2§  190. 

6§§  39-44,  191. 

3§§  189,  490  et  seq. 

7§  41. 

*  §§  501,  1134-1137. 

8  §§  915  et  seq.,  1066, 

23 

2i  CORPORATION    FORMS. 

■selected  as  the  board  of  directors  to  manage  the  business  and  pru- 
dential affairs  of  this  corporation  for  the  first  year  are  as  follows  :e 
Names.  Residences. 


Art,  8.  The  annual  meeting  of  the  stockholders  for  the  election 
of  directors  and  for  the  transaction  of  other  business  shall  be  held 
at  the  office  of  the  corporation  on  the  first  Saturday  in  January,  1911, 
and  on  the  first  Saturday  of  January  in  each  year  thereafter.10  The 
vote  in  the  election  for  directors  shall  be  by  ballot,  and  the  election 
may  be  conducted  in  such  manner  and  form  as  may  be  provided  by 
the  by-laws.11  The  three  directors  receiving  the  highest  number  of 
votes  shall  hold  their  office  for  three  years  and  until  their  successors 
are  elected ;  the  next  three  directors  receiving  the  next  highest  number 
of  votes  shall  hold  their  office  for  two  years  and  until  their  successors 
are  elected ;  the  three  directors  receiving  the  lowest  number  of  votes 
shall  hold  their  office  for  one  year  and  until  their  successors  are  elected. 
At  the  first  annual  meeting  thereafter,  three  directors  shall  be  elected 
for  the  term  of  three  years  and  at  each  annual  election  thereafter, 
three  directors  shall  be  elected  for  the  term  of  three  years,  the  intention 
being  that  one  third  of  such  board  of  directors  shall  be  elected  an- 
nnally.12 

Art.  9.  In  all  elections  for  directors  each  stockholder  shall  be  en- 
titled to  one  vote  for  each  share  of  stock  owned  by  him  for  each 
director.13 

(Where  the  statute  permits,  the  following  may  be  added)  :  In 
all  elections  for  directors  each  stockholder  shall  have  the  right  to 
vote  the  number  of  shares  of  stock  held  by  him  for  as  many  persons 
as  there  are  directors  to  be  elected ;  and  in  casting  such  vote,  he  may 
cumulate  his  votes  and  give  one  candidate  as  many  votes  as  the  num- 
ber of  directors  multiplied  by  the  whole  number  of  his  shares  of  stock 
shall  equal ;  or  he  may  distribute  his  votes  on  the  same  principle 
among  two  or  more  of  the  candidates  for  directors.14  On  all  matters 
involving  corporate  acts  transacted  in  stockholders'  meeting,  any 
stockholder  may  demand  a  vote  according  to  the  ownership  of  stock.1  s 

Art.  10.    The  capital   stock  of  this  corporation  shall  be  

dollars,16  which  shall  be  divided  into  common  and  preferred  stock. 
Of  the  common  stock  there  shall  be shares,  of  the  par  value  of 

•§§  194.  1080.  M  §§  886-888. 

10  §§  805,  807,  808.  »  See  §  859  et  seq. 

■  S  860.  M  §§  193,  3403. 

M5  1080.  "§  3407. 
» §  855  et  seq. 


ARTICLES    AND    CERTIFICATES    GENERALLY.  25 


dollars  each;17  and  of  the  preferred  stock  there  shall  be 


shares,  of  the  par  value  of  dollars  each.18    The  said  

dollars  of  preferred  stock  shall  be  entitled  to  receive  dividends  at  the 

rate  of  per  cent  per  annum,  payable  semi-annually  on  the 

first  Monday  of  January  and  the  first  Monday  of  July  in  each  year, 
out  of  the  earnings  of  said  corporation  before  any  dividends  shall  be 
paid  upon  the  said  common  stock,  and  such  dividends  shall  be  cumu- 
lative so  that  any  deficiency  in  the  dividends  to  be  paid  on  said  pre- 
ferred stock  in  any  year  shall  be  made  good  out  of  the  earnings  of 
subsequent  years  before  any  dividend  shall  be  paid  upon  the  said 
common  stock.19  And  in  case  the  earnings  of  the  corporation  shall 
permit  a  dividend  in  excess  of  said per  cent  so  to  be  paid  semi- 
annually, then  and  in  any  such  event  the  preferred  stockholders,  after 
receiving  such  preference  dividend,  shall  be  entitled  to  share  equally 
with  the  holders  of  the  common  stock  as  to  any  dividend  over  and 
above  the  said  preference  dividend.20  And  on  the  final  liquidation  of 
this  corporation  and  the  distribution  of  its  assets  all  arrears  of  divi- 
dends shall  be  paid  to  the  holders  of  such  preferred  stock  and  the 
shares  of  preferred  stock  shall  be  paid  in  full  before  any  payment  shall 
be  made  to  the  holders  of  the  common  stock ;  but  when  such  arrears  of 
dividends  and  the  face  value  of  such  preferred  shall  have  been  paid, 
the  holders  thereof  shall  receive  no  other  or  additional  payments  what- 
ever.21 The  amount  of  such  preferred  stock  shall  not  be  changed  or 
altered  by  any  increase  or  reduction  in  the  capital  stock  of  said  cor- 
poration without  the  consent  in  writing  of  the  holders  of  a  majority 
thereof.22  The  holders  of  the  common  stock  shall  have  the  manage- 
ment and  control  of  this  corporation  so  long  as  the  business  of  said 
corporation  is  able  to  pay  from  its  earnings  the  said  preference  divi- 
dends on  such  preferred  stock,  and  during  such  time  the  holders  of 
such  preferred  stock  shall  have  no  voting  power.  But  in  case  said 
dividends  on  said  preferred  stock  shall  not  be  earned  and  paid  for  a 
period  of  years,  then  and  in  that  event  the  holders  of  pre- 
ferred stock  shall  have  the  same  voting  power  in  the  elections  and 
in  the  management  and  control  of  said  corporation  as  the  common 
stockholders.23  (In  case  there  are  two  or  more  classes  of  preferred 
stock,  the  following  may  be  used)  :  The  first  class  of  preferred  stock 
shall  be  entitled  to  non-cumulative  dividends  at  the  rate  of  not 
exceeding per  cent  per  annum,  which  shall  be  payable  semi- 
annually on  the  first  Monday  of  January  and  the  first  Monday  of  July 
of  each  year  before  any  payments  of  any  dividend  on  other  stock  for 

18  §§  3427,  3586  et  seq.,  3590-3593.  «§§  3613,  6590. 

MS  5345.  **§   3593. 

20  See  §  5353.  M§  3603. 


26  CORPORATION   FORMS. 

such  year;  but  such  dividends  shall  be  payable  from  the  undivided 
net  profits  of  the  corporation  when  and  as  determined  by  the  board  of 
directors  and  only  when  such  board  shall  declare  dividends  therefrom. 
After  the  payment  of  such  dividends  and  after  the  payment  of  divi- 
dends upon  the  second  preferred  stock  as  hereinafter  stated,  the  said 
first  preferred  stockholders  shall  be  entitled  to  share  equally  with  the 
holders  of  common  stock  in  any  further  dividends  so  declared  and 
paid.24  The  second  preferred  stock  shall  be  entitled  to  non-cumulative 

dividends  at  the  rate  of per  cent  per  annum,  which  shall  be 

payable  annually  on  the  first  Monday  of  January  and  the  first 
Monday  of  July  of  each  year  before  any  payment  of  any  dividends  on 
other  stock  for  such  year,  in  preference  and  priority  to  any  payment 
of  any  dividend  on  the  common  stock  for  such  year ;  but  such  dividend 
shall  be  paid  only  from  undivided  net  profits  of  the  corporation 
remaining  after  providing  for  and  the  payment  of  the  full  dividends 
for  such  year  on  the  said  first  preferred  stock,  when  and  as  such 
undivided  net  profits  shall  have  been  determined  by  the  said  board  of 
directors,  and  only  if  and  when  the  board  shall  declare^  dividends 
therefrom.25  The  common  stock  shall  be  subject  to  the  prior  rights 
of  the  holders  of  all  classes  of  preferred  stock  at  any  time  outstanding, 
according  to  the  preferences  thereof.  (Provision  for  the  management 
of  the  corporation  and  the  voting  of  the  preferred  stock  may  here  be 
made.20)  The  corporation  reserves  the  right  to  redeem  and  retire  at 
any  time  either  or  both  classes  of  its  said  preferred  stock  at  par  in 
cash,  upon  the  payment  of  all  dividends  to  which  such  stock  shall  be 
entitled,  if  such  redemption  shall  be  authorized  by  law.27 

Art.  11.  Immediately  upon  the  election  of  directors  and  the  ad- 
journment of  the  stockholders'  meetings,  or  as  soon  thereafter  as  con- 
\mient,  the  directors  so  elected  shall  meet  and  organize  by  electing 
one  of  their  number  president,29  and  one  of  their  number  vice-presi- 
dent,30 and  by  electing  from  their  number  or  from  the  stockholders 
(or  same  persons  if  desired)  a  secretary31  and  treasurer,32  each  of 
whom  shall  perform  such  duties  and  powers  as  generally  appertain 
to  such  offices  and  as  may  he  stated  or  required  of  them  by  the  by-laws 
or  by  the  board  of  directors.33 

Art.  12.  All  stockholders  must  vote  in  person  and  cannot  vote  by 
proxy.84  And  all  persons  holding  stock  in  a  fiduciary  capacity,35  shall 
be  entitled  to  vote  the  shares  so  held  by  them;  and  all  persons  whose 

'§  5350  et  seq.  so§  1497. 

".346.  ■  §  1509  et  seq. 

::603.  *  §  1556  et  seq. 

-:  $  3600.  83  §  1406. 

1068.  '"§§  859  et  seq.,  875  et  seq. 

=>§  1450.  35§§  863,  865  et  seq. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  27 

stock  has  been  pledged  shall  be  entitled  to  vote  the  same,36  unless 
the  transfer  of  the  stock  on  the  books  of  the  corporation  shall  show 
that  the  pledgee  is  entitled  to  vote  the  same,  and  in  all  such  cases,  the 
pledgee  only  shall  have  the  right  to  vote  such  stock.37  And  the  holders 
of  any  bond  or  debenture  issued  or  to  be  issued  by  this  corporation, 
whether  secured  by  mortgage  or  otherwise,  shall  have  the  same  power 
to  vote  in  respect  to  the  corporate  affairs  and  management  to  the  same 
extent  and  in  the  same  manner  as  stockholders ;  that  is,  in  determining 
the  number  of  votes  to  be  cast  by  each  bond  or  debenture  holder,  the 
amount  of  his  bond  or  bonds  shall  be  divided  by  the  par  value  of  a 
share  of  the  capital  stock  and  the  result  will  be  the  number  of  votes  to 
which  he  is  entitled.38  In  case  of  default  in  the  payment  of  either 
principal  or  interest  of  any  bond  or  debenture,  any  such  bond  or 
debenture  holder  may  have  the  same  right  of  inspection  of  the  cor- 
porate books,  accounts  and  records  as  any  stockholder.39 

Art.  13.  This  corporation  shall  have  and  hold  a  lien  on  all  stock 
subscribed  to  secure  the  payment  of  such  subscriptions,  and  no  sale 
or  transfer  of  stock  or  shares  shall  avoid  such  lien;40  and  as  against 
this  corporation,  no  sale  or  transfer  of  stock  shall  be  valid  and  convey 
title  to  the  shares  unless  entered  upon  the  books  of  the  corporation  as 
required  by  the  by-laws.41 

Art.  14.    No  single  person  or  corporation  shall  subscribe  for,  own 

or  hold  at  any  one  time  more  than shares  of  the  capital  stock  of 

this  corporation.42 

Art.  15.  The  subscriptions  for  and  the  ownership  of  all  stock  in 
this  corporation  are  made  and  taken  upon  the  condition  that  any 
holder  of  stock  desiring  to  sell  the  same  shall  first  offer  his  stock  to  the 

corporation  at  his  lowest  price  and  the  corporation  shall  have 

days  in  which  to  exercise  its  option  to  purchase  the  same.43    On 

its  refusal  to  purchase,  the  stockholders  shall  have  days  to 

exercise  their  option  to  purchase  such  stock  at  said  price.  After  the 
expiration  of  such  time,  the  stockholder  shall  be  free  to  make  any 
other  sale  of  his  stock. 

Art.  16.  The  greatest  amount  of  indebtedness  to  which  this  corpo- 
ration may  at  any  time  subject  itself,  shall  not  exceed dollars ; 

or  shall  not  exceed  two  thirds  of  the  capital  stock  actually  subscribed.44 

Art.  17.  The  private  property  of  the  stockholders  of  this  corpora- 
tion shall  not  be  subject  to  the  payment  of  the  corporate  debts  in 
any  amount  or  to  any  extent  whatever.45 

36  §§  871,  872.  *§  4361. 

37  §  4237.  **§  3523. 

38  §  866.  43  §§  4135  et  seq.,  4334. 

39  §  4515  et  seq.  **  §  195. 
*<>  §§  196,  4001  et  seq.  «  §  4725. 


28  CORPORATION   FORMS. 

Art.  18.  The  stock  of  this  corporation  shall  be  non-assessable  (or 
shall  be  assessable  as  follows:).46 

Art.  19.  (When  authorized  by  law,  any  of  the  following  provisions 
as  to  payment  of  stock  may  be  inserted.) 

The  entire  amount  of  the  capital  stock  herein  named  has  been  fully 
paid  by  the  transfer  to  A  B,  in  trust  for  this  corporation  when  organ- 
ized, of  certain  real  estate  and  a  certain  manufacturing  plant,  located 
at  ,  consisting  of  real  estate,  buildings,  machinery,  manu- 
factured and  raw  material,  and  the  good  will  of  the Company, 

a  corporation,  all  of  which  has  been  valued  by  these  incorporators  at 

the  sum  of dollars,  and  which  value  has  been  agreed  upon  as 

the  fair  market  value  of  all  of  said  property,  47  or, 

Whereas,  the  subscribers  and  incorporators  have  contributed  certain 
property  and  have  done  certain  work  in  preparing  a  plant  and  factory 
in  which  to  carry  on  the  business  of  this  corporation,  and  whereas, 
each  has  paid  the  sum  of dollars  on  each  share  of  stock  sub- 
scribed by  him,  and  which  sums  together  with  the  property  and  serv- 
ices contributed  are  considered  by  the  incorporators  as  sufficient  to 
carry  on  the  corporate  business,  it  is  therefore  agreed  and  understood 
that  no  further  payments  are  to  be  made  on  said  subscriptions  or  to 
said  capital  stock  and  that  the  said  capital  stock  is  to  be  taken  and 
considered  as  paid  in  full,48  or, 

The  amount  of  common  stock  actually  paid  in  is  the  sum  of 

dollars,  and  the  amount  of  preferred  stock  actually  paid  in  is  the 

sum  of dollars,49  or, 

The  amount  of  the  capital  stock  actually  paid  in  at  the  date  hereof, 
is  the  sum  of  fifty  thousand  dollars,  of  which  amount,  ten  thousand 
dollars  has  been  paid  in  cash,  and  forty  thousand  has  been  paid  in 
property,  an  itemized  description  of  which  at  the  valuation  at  which 
each  item  is  taken,  is  as  follows,50  to  wit: 
Item    1.    Real  estate  consisting  of  the  following:  Lots  Nos. 
2,  3,  and  4,  in 's  addition  to  the  city  of ,  to- 
gether  with    the    buildings   thereon,    including   factory, 
power  house,  storage  buildings,  engine  and  boiler  rooms, 
water  tanks,  etc.,  which  item  is  taken  at  a  valuation  of.  .$20,000.00 
Item  2.    Machinery  and  tools  of  every  kind  and  description 
situate  in  the  buildings  on  said  lots  described  in  Item  1, 

consisting  principally  of  a engine,  motor,  boilers, 

fans,  line  shaftings,  pulleys,  belt,  lathes,  crane,  saw,  which 

item  is  taken  at  a  valuation  of 10,000.00 

46  §  4810  et  sen.  Sloman,   150   Mich.   177,   114   N.   W. 

"i  3960  et  seq.  317;  Cock  v.  Bailey,  146  Pa.  St.  328, 

"  See  §  5020  et  sen.  23    Atl.    370;     Donald    v.    American 

19  See  §§   L75,  L93,  564.  3404,  3933.  fimplting  &c.  Co.,  61  N.  J.  Eq.  463, 

60  §§  3960   et   seq.,   3980;    Wood   v.  62  N.  J.  Eq.  729,  48  Atl.  771,  786. 


ARTICLES    AND   CERTIFICATES    GENERALLY.  29 

Item  3.  Shop  furniture  and  fixtures  of  every  kind  and 
description  in  the  buildings  upon  said  premises  described 

in  Item  1,  consisting  principally  of  work  benches, ■ 

kits  of  workman's  tools,  steel  racks  and  elevators,  which 

item  is  taken  at  a  valuation  of 1,000.00 

Item  4.  Merchandise,  including  all  manufactured  goods, 
goods  in  process  of  manufacture  and  raw  material,  now  in 
the  buildings  on  the  said  real  estate  described  in  Item  1, 
and  consisting  principally  of  the  following  items:  (in- 
sert), which  item  is  taken  at  a  valuation  of 5,000.00 

Item  5.  All  office  furniture,  fixtures  and  office  supplies  in 
the  buildings  on  said  real  estate  described  in  Item  1, 
and  consisting  principally  of  desks,  safes,  filing  cabinets, 
typewriters,  printing  press,  type  ,  blank  station- 
ery, catalogues  and  circulars,  which  item  is  taken  at  a 
valuation    of 1,000.00 

Item  6.    The  entire  interest  in  and  the  title  to  a  certain 

patent  right  and  letters  patent  Xo. ,  issued  on  the 

day  of ,  1910,  A  B,  the  patentee,  the  same 

being  an  invention  relating  to  new  and  useful  improve- 
ments in  (here  state)  which  invention  and  letters  patent 
have  been  duly  assigned  to  the  said  corporation,  and 
which  item  is  taken  at  a  valuation  of 3,000.00 

(Some  statutes  require  this  valuation  to  be  sworn  to. 
(See  Form  58,  Mich.  Form.) 

Total  value  of  property  taken  at  a  valuation  of $10,000.00 

Cash  paid  in 10,000.00 

Total  capital  paid  in     $50,000.00 

Art.  20.    This  corporation  may  maintain  an  office  outside  of  the 

state  of ,  and  may  keep  and  maintain  an  office  for  the  transaction 

of  business  in  the  city  of ,  state  of ,  where  meetings  of 

the  directors  may  be  held  and  business  transacted  by  the  directors 
and  officers  and  agents  of  the  corporation.51 

Art.  21.  These  articles  may  be  changed,  altered  or  amended  at  any 
authorized  meeting  of  the  stockholders  by  a  vote  of  the  stockholders 
representing  a  majority  of  the  stock.52 

Art.  22.  The  names  and  places  of  residence  of  the  incorporating 
members,  the  subscribers  hereto,  and  the  number  of  shares  subscribed 

51  §§  501  et  seq.,  1134-1137.  52  §  202. 


30  CORPORATION   FORMS. 

by  each  of  them  and  which  each  agrees  to  take  and  pay  for,  are  as 
follows:53 

Names.  Places  of  residence.  No.  of  shares. 

(City,  County  and  State.) 


In  witness  whereof,  etc. 

(Signed  and  acknowledged.54) 

53  §  175.  M§§  198,  199. 

FORM  25. 
Articles  of  Incorporation — Alabama. 

DECLARATION  OF  INCORPORATION  OF  THE  COMPANY. 

Know  all  men  by  these  presents  that  we,  the  undersigned,  hereby 
associate  ourselves  together  and  unite  in  the  following  articles  and 
declaration  of  incorporation,  for  the  purpose  of  forming  a  corporation 
under  the  laws  of  the  state  of  Alabama,  and  do  declare : 

1.  That  the  name  of  this  corporation  shall  be Company.1 

2.  The  objects  for  which  this  corporation  is  formed  are  as  follows : 
(Here  state  the  purposes  which  may  be  any  lawful  business.)2 

3.  The  location  of  the  principal  office  and  the  place  of  business  shall 
be  the  city  of ,  county  of ,  state  of  Alabama.3 

4.  The  total  authorized  capital  stock  of  this  corporation  is  fixed  at 

dollars  (not  less  than  two  thousand  dollars) ;  which  is  divided 

into number  of  shares  of  the  par  value  of dollars  each.4 

This  corporation  shall  begin  with  the  capital  stock  of dollars, 

being  more  than  twenty-five  per  cent  of  its  said  authorized  capital 
stock  (which  must  be  more  than  one  thousand  dollars).5 

5.  The  period  of  the  existence  of  this  corporation  shall  be  

years  (if  no  time  stated,  it  shall  be  perpetual).6 

6.  The  said  capital  stock  shall  be  divided  into  two  classes,  to  wit: 
Common  stock  and  preferred  stock.  (For  general  statement  as  to  pre- 
ferred stock  in  Articles  of  Incorporation,  see  Forms  460-474.  )7 

7.  The  nanus  and  postoffice  addresses  of  the  incorporators  and  the 
number  of  shares  subscribed  for  by  each,  which  constitutes  the  aggre- 

5  §  188.  B§§  178,  179,  205,  564,  3900,  3933. 

;S§  40-43.  191.  e§  190. 

ij  189,  490,  501  et  seq.  7§§  3427,  3586  et  seq. 
*§§   193,  3403,  3407. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  31 

gate  of  the  capital  stock  with  which  this  company  will  commence 
business,  are  as  follows:8 

Names.  Postoffice  Address.  Xo.  of  Shares. 


8.  The  following  named  persons  with  their  postoffice  addresses 
have  been  selected  and  designated  as  directors  and  officers  for  the  first 
year  and  until  their  successors  are  elected,9  are  as  follows : 

Xames.  Postoffice  Address. 

> 

,  Directors. 


Officers.10  Postoffice  Address. 

President, .  

Vice-president, . 

Secretary, .  

Treasurer,  . 


9.  The  name  and  postoffice  address  of  the  officer  and  agent  desig- 
nated by  the  incorporators  to  receive  subscriptions  to  the  capital  stock, 
is , street, city, county,  Alabama.11 

10.  The  following  provisions  for  the  regulation  of  the  business  and 
prudential  affairs  of  this  corporation  are  hereby  established  and  are 
to  be  as  follows :  (Here  set  out  fully  the  method  of  the  conduct  of  the 
corporate  affairs  as  determined  upon.)12 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 

day  of ,  1910. 

Signed,  sealed  and 

delivered  in  the  presence  of 


State  of  Alabama,  County  of ss : 

I,  A  B,  a  notary  public  in  and  for  said  county  and  state,  do  hereby 
certify  that  C  D,  E  F,  and  G  H,  whose  names  are  signed  to  the 

•  §  175.  u§  534. 

"§§  194,  1080.  "See  §§  805,  806,  1179,  1180. 

10  See  §  1386. 


32  CORPORATION    FORMS. 

foregoing  instrument  and  declaration  of  incorporation,  and  who  are 
personally  known  to  me,  have  acknowledged  before  me  this  day  that 
being  informed  of  the  contents  of  said  instrument/they  have  severally 
executed  the  same  voluntarily  for  the  purposes  therein  stated  on  the 
day  the  same  bears  date. 

Given  under  my  hand  and  seal  this day  of ,  1910. 


Notary  Public County,  and  State  of  Alabama. 

FORM  26. 
Articles  of  Incorporation — Alaska. 

Know  all  men  by  these  presents  that  we,  the  undersigned,  A  B, 
('  D.  E  F,  and  G  II  have  this  day  associated  ourselves  together  and 
do  hereby  unite  in  the  following  articles  of  incorporation  for  the  pur- 
pose of  forming  a  corporation  under  the  act  of  congress  of  the  United 
States,  entitled,  "An  Act  amending  the  Civil  Code  of  Alaska,"  ap- 
proved March  2,  1903. 

And  we  do  hereby  certify  in  writing: 

1.  That  the  name  of  this  corporation  shall  be -1 

2.  That  the  time  of  the  commencement  of  the  existence  of  thia 

corporation  shall  be  on  the  day  of  ,   1910,  and  the 

period  of  its  continuance  shall  be years  (not  exceeding  fifty).2 

3.  That  the  principal  office  and  the  location  of  this  corporation  for 

the  transaction  of  business,  shall  be  at  the  city  of ,  county  of 

,  in  said  territory  of  Alaska.3 

I.  That  the  nature  and  character  of  the  business  of  this  corpora- 
tion shall  be:  (Here  state  fully  and  in  detail  the  business  proposed  to 
be  transacted.)4 

5.  That  the  capital   stock  of  this  corporation   shall  be  5 

dollars,  divided  into shares  of  the  par  value  of dollars 

each.    (The  method  of  payment  may  be  here  stated  if  desired.)6 

6.  The  highest  amount  of  indebtedness  or  liability  to  which  said 
corporation  shall  at  any  time  be  subject,  is dollars.7 

',.    The  names  and  places  of  residence  of  the  incorporators  are  as 

I'ollnv 

Names.  Places  of  residence. 


1  §  1 

B§§  193,  3403, 

•  s  1"" 

3407. 

■a  et  Beq. 

7S  195. 

10    13    191. 

L75. 

ARTICLES    AND    CERTIFICATES    GENERALLY. 


33 


8.    The  first  board  of  directors  shall  consist  of  persons.8 

And  the  names  and  places  of  residence  of  the  directors  who  have 
been  chosen  to  manage  the  business  and  prudential  affairs  of  this  cor- 
poration for  the  first  year  are  as  follows:10 

Names.  Places  of  residence. 


And  the  names  and  residences  of  the  executive  officers  who  have 
been  selected  to  govern  and  manage  its  affairs  for  the  first  year,  are  as 

follows.11 

Names.  Places  of  residence. 


9.  The  annual  meeting  of  stockholders  for  the  purpose  of  the  elec- 
tion of  a  board  of  directors,  shall  be  on  the day  of in 

each  year,12  and  the  board  of  directors  so  elected  shall  hold  office  for 
the  period  of  one  year  and  until  their  successors  are  elected.13 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 

day  of .14  (Duiv  acknowledged.15) 

•  §  915  et  seq.  13  §  1080  et  seq. 

10  §§  194,  1080.  14§  198. 

u  §  1086.  15  §  199- 
12  §  807  et  seq. 

FORM  27. 
Articles  of  Incorporation — Arizona. 

ARTICLES  OF  INCORPORATION  OF  THE  COMPANY. 

Know  all  men  by  these  presents  that  we,  the  undersigned,  hereby 
associate  ourselves  together  for  the  purpose  of  forming  a  corporation 
under  the  laws  of  the  territory  of  Arizona,  and  for  that  purpose  do 
hereby  unite  in  the  following  articles  of  incorporation : 

1.  The  name  of  this  corporation  shall  be  the Company.1 

2.  The  principal  office  and  the  principal  place  in  which  the  busi- 
ness of  such  corporation  within  the  territory  of  Arizona  is  to  be  trans- 
acted is  at  the  city  (or  town)  ,  county  of  ,  Arizona,2 

and  the  principal  office  and  place  of  business  outside  of  the  territory 

of  Arizona  shall  be  at  the  city  of in  the  state  of ;  and 

meetings  of  the  board  of  directors  may  be  held  at  either  of  said  places. 
The  said  corporation  may  have  such  principal  office  either  within  or 

i§  188.  2§§  189,  490,  501. 

3— TnoMP.  Corp.  VII. 


34  CORPORATION'   FORMS. 

without  the  territory  of  Arizona  as  its  board  of  directors  may  hereafter 
determine.3 

3.  The  time  of  the  commencement  of  this  corporation  shall  be  the 
day  of  the  filing  of  these  articles  of  incorporation  in  the  office  of  the 
secretary  of  the  said  territory  of  Arizona;  and  it  shall  continue  for  a 
period  of years  thereafter.4 

4.  The  authorized  amount  of  the  capital  stock  of  this  corporation 

shall  be dollars,5  divided  into shares,  of  the  par  value 

0f dollars  each.6   The  said  capital  stock  shall  be  paid  at  such 

times  and  in  such  amounts  as  the  directors  shall  from  time  to  time 
fix,7  and  may  be  payable  in  cash  or  by  the  sale  and  transfer  to  it  of 
real  or  personal  property  for  the  use  and  purpose  of  said  corporation 
at  its  actual  or  fair  cash  value  ;8  and  in  consideration  of  which  shares 
of  the  capital  stock  of  said  corporation,  and  the  capital  stock  so  issued 
shall  thereupon  and  thereby  become  fully  paid  up  and  non-assessable.9 
In  the  absence  of  any  actual  fraud  in  the  sale  of  any  such  property, 
the  judgment  of  the  directors  as  to  the  value  of  such  property  pur- 
chased shall  be  deemed  final  and  conclusive.10 

5.  The  general  nature  of  the  business  proposed  to  be  transacted, 
and  the  purpose  for  which  this  corporation  is  organized  is  as  follows : 
(Here  state  fully  and  in  detail  the  purposes  and  nature  of  the  busi- 
ness.)11 

6.  The  names  of  the  persons  uniting  to  form  this  corporation  are  :12 


7.  The  highest  amount  of  indebtedness  of  liability,  direct  or  con- 
tingent, to  which  this  corporation  is  at  any  time  subject,  shall  be 

dollars  and  which  said  amount  does  not  exceed  two-thirds  the 

amount  of  the  capital  stock.13 

8.  The  private  property  of  the  stockholders  of  this  corporation  shall 
be  exempt  from  corporate  debts  of  any  kind  whatsoever.14 

9.  The  prudential  and  business  affairs  of  this  corporation  shall  be 

conducted  by  a  board  of directors  who  shall  be  elected  at  the 

meeting  of  the  stockholders  held  on  the  day  of  ,  in 

each  year,  beginning  with  the  year  1910.15  Directors  so  elected  shall 
hold  office  for  one  year,  and  until  their  successors  are  elected  and 
qualified.16  The  following  named  persons  have  been  selected  and  shall 

3§§  1134-1137.  10§  3965  et  seq. 

«  g  190.  u  §§  40-43,  191. 

rf)§  193,  3403.  32§  175. 

«<$  3407.  M§  195. 

-  g  3699  et  seq.  u  §  4812. 

•  §  396O  M  §5  915  et  seq.,  807  et  seq. 

M  4810  et  seq.  w §  1080. 


ARTICLES    AND    CERTIFICATES   GENERALLY.  35 

constitute  the  board  of  directors  until  the  first  annual  election,  to 
wit  :17  (Names  of  directors.)  The  officers  of  said  corporation  who  have 
been  selected  shall  serve  until  their  successors  are  elected  and  duly 
qualified.18 

A  B,  President. 

C  D,  Vice-president. 

E  F,  Secretary. 

G  H,  Treasurer. 

In  witness  whereof,  we  hereto  set  our  hands  and  seals  this 

day  of .  — : 


17  §§  194,  1080.  1S  §  1068. 

FORM  28. 

ARTICLES  OF  INCORPORATION". 

Articles  of  Agreement — Arkansas. 

We,  the  undersigned,  hereby  unite  in  the  following  written  articles 
of  agreement,  and  do  hereby  associate  ourselves  together  according  to 
the  provisions  of  the  statute  of  the  state  of  Arkansas  in  that  behalf 
provided,  for  "Incorporations  for  manufacturing  and  other  lawful 
business,"  and  do  hereby  unite  in  and  execute  the  following  articles  of 
incorporation : 

1.  The  name  of  this  corporation  shall  be -1 

2.  The  names  and  residences  of  the  incorporators  are  as  follows  :2 

Names.  Places  of  residence. 


3.  The  principal  office  and  place  of  business  of  this  corporation 
shall  be  located  at  the  city  of ,  county  of — ,  state  of  Ar- 
kansas, or  at  such  other  place  as  the  board  of  directors  hereafter  elected 
may  select.3 

4.  The  purpose  of  this  corporation  and  the  general  nature  of  the 
business  proposed  to  be  transacted  by  it  is :  (here  state  fully  the  na- 
ture of  the  business.)4 

5.  The  amount  of  the  capital  stock  of  this  corporation  shall  be 

dollars,  of  which  dollars  has  been  subscribed  by  the 

above  named  corporators.    The  residue  of  such  capital  stock  may  be 

*§  188.  8§  189. 

2§  175.  4§§  40-43,  191. 


36  CORPORATION   FORMS. 

issued  and  disposed  of  as  the  board  of  directors  hereafter  elected  may 
from  time  to  time  order  and  direct.5 

6.  The  said  capital  stock  shall  be  divided  into shares  of.  the 

par  value  of  one  hundred  dollars  each.6 

7.  The  prudential  affairs  and  the  business  of  this  corporation  shall 

be  managed  and  controlled  by  a  board  of  directors  consisting  of 

members,  all  of  whom  shall  be  stockholders  of  this  corporation.  And 
immediately  upon  election,  said  board  of  directors  shall  organize  and 
elect  one  of  its  members  as  president,  and  one  of  its  members  as  vice- 
president,  and  shall  also  elect  a  secretary  and  treasurer.7 

8.  The  first  election  of  directors  shall  be  held  immediately  after 
the  organization  of  this  corporation,  and  such  directors  then  elected 
shall  serve  for  one  year  and  until  their  successors  are  elected.8 

9.  The  first  meeting  of  the  corporators  composing  the  said  corpora- 
tion for  such  election  and  for  organization,  shall  be  held  in  the  city 

of , county,  state  of  Arkansas,  at  the  office  of  A  B,  at 

10  o'clock  a.  M.,  on  the day  of ,  1910.9 

The  several  subscribers  hereto  hereby  waive  all  further  notice  of  said 
meeting.10 

10.  The  board  of  directors  hereafter  elected  are  empowered  to  or- 
dain and  establish  all  by-laws  and  regulations  necessary  for  the  con- 
duct and  management  of  the  business  of  said  corporation,  and  to  alter 
and  repeal  the  same  at  pleasure.11 

In  testimony  where,  we  have  hereunto  set  our  hands  this day 

of ,  1910. 


r'§§  193,  3403.  8§§  805,  807,  808. 

6§  3407.  10§  824. 

7§  194.  n§  969. 
8  §  915  et  seq. 

FORM   29. 
Certificate  of  Election — Arkansas. 

(To  be  filed  with  the  foregoing  articles  of  agreement  and  incorpora- 
tion.) 

Whereas, , ,  and have  associated  themselves  to- 
gether as  a  body  politic  and  corporate  to  be  known  as ,  accord- 
ing to  the  articles  of  agreement  and  incorporation  heretofore  exe- 
cuted ;  and, 

Whereas,  the  said  corporators  being  the  subscribers  to  the  capital 
stock  of  said  corporation  did  heretofore  in  writing  waive  the  fifteen 
days'  notice  as  required  by  law  and  called  a  meeting  for  organization 


ARTICLES   AND   CERTIFICATES    GENERALLY.  61 

and  the  election  of  directors,  as  in  said  articles  of  agreement  and  in- 
corporation stated,  to  be  held  in  the  state  of  at  the  office  of 

A  B,  at  10  o'clock  a.  m.,  on  the day  of ,  1910 ;  and, 

Whereas,  at  the  time  and  place  above  set  out,  and  as  fixed  in  said 
articles  of  agreement  and  incorporation,  a  meeting  of  the  subscribers 
above  named  was  duly  held  to  organize  said  corporation  and  elect 
directors ;  and, 

"Whereas,  at  said  meeting  the  following  named  persons  were  duly 
elected  directors  of  said  corporation,  to  wit : 

, ,  and ;  and, 

Whereas,  immediately  upon  the  election  of  said  directors  the  said 

board  of  directors  organized  and was  elected  president, 

was  elected  vice-president,  was  elected  secretary,  and  

was  elected  treasurer. 

Xow,  therefore,  the  said ,  as  president,  and  the  said , 

ancl  as  directors,  do,  in  pursuance  of  law,  issue  this, 

their  certificate,  verified  by  their  oaths,  and  do  hereby  certify  as  fol- 
lows: 

1.  Said  corporation  is  formed  for  the  purpose  of  (here  state  the 
same  as  in  articles  of  agreement). 

2.  Its  capital  stock  is  dollars,  divided  into  shares  of  one 

hundred  dollars  each. 

3.  That dollars  of  said  capital  stock  have  been  actually  paid 

in  by  the  said  subscribers. 

4.  That  the  names  of  the  stockholders  and  the  number  of  shares 
owned  by  them  "respectively,  are  as  follows : 

Xames.  No.  of  shares. 


In  testimony  whereof,  the  said ,  president  of  said  corporation, 

and , ,  and ,  the  said  board  of  directors  (or  a  ma- 
jority)   of  said  corporation,  have  hereunto  set  their  hands  on  this 

—  day  of ,  1910.  , 

President. 


Directors. 
State  of  Arkansas,  County  of ,  ss : 

, ,  and on  their  oaths  say  that  the  matters  and 

things  in  the  foregoing  certificate  set  out  are  true,  to  the  best  of  their 
knowledge  and  belief.  (President  and  directors  sign.) 

Subscribed  and  sworn  to,  etc. 


. 


38  CORPORATION    FORMS. 

FORM  30. 
Articles  of  Incorporation — California. 

ARTICLES  OF   INCORPORATION   OF   THE  COMPANY. 

We,  the  undersigned,  a  majority  of  whom  are  citizens  and  residents 
of  the  state  of  California,  do  now  hereby  associate  ourselves,  and  do 
hereby  make  and  execute  the  following  articles  of  incorporation,  and 
do  hereby  unite  for  the  purpose  of  forming  a  corporation  under  the 
laws  of  the  state  of  California,  and  we  do  hereby  certify: 

First :  That  the  name  of  this  corporation  shall  be -1 

Second :   That  the  term  of  the  existence  of  said  corporation  shall  be 
years  from  and  after  the  date  of  its  complete  incorporation. 


Third :  That  the  location  of  the  general  office  and  the  place  where 
the  principal  business  of  said  corporation  is  to  be  transacted,  is  at  the 
city  of ,  state  of  California.3 

Fourth:  That  the  purposes  for  which  said  corporation  is  formed 
are:  (state  fully  and  in  detail  the  purposes  of  the  corporation,  which 
may  be  anything  for  which  individuals  may  lawfully  associate  them- 
selves together).4 

Fifth :    That  the  amount  of  the  capital  stock  of  this  corporation  is 

fixed  at dollars,  which  is  divided  into number  of  shares 

of  the  par  value  of dollars  each.5 

Sixth:  The  said  capital  stock  shall  be  divided  and  classified  into 
common  stock  and  preferred  stock.    And  the  number  of  shares  of  such 

preferred  stock  shall  be  ,  and  each  of  the  said  par  value  of 

dollars;  and  the  number  of  shares  of  the  common  stock  shall 

be ,  and  each  of  the  said  par  value  of dollars.    The  said 

preferred  stock  shall  be  entitled  to  a  preference  in  that  the  holders 
thereof  shall  be  entitled  to  dividends  at  the  rate  of  six  per  cent  per 
annum,  payable  semi-annually,  to  be  paid  out  of  the  earnings  of  said 
corporation  before  the  holders  of  such  common  stock  shall  receive 
any  dividend  whatever.  And  after  the  payment  of  said  dividend  to 
such  preferred  stockholders,  then  the  preferred  stockholders  shall  share 
with  the  common  stockholders  in  any  further  dividends  to  be  paid  out 
of  profits ;  in  other  words,  after  the  payment  of  the  six  per  cent. 
dividends  on  the  preferred  stock,  the  preferred  and  common  stock- 
holder- shall  stand  on  an  equality  as  to  further  dividends.  In  case  the 
profits  of  any  year  or  any  part  of  a  year  are  not  sufficient  to  pay  the 
stipulated  dividend  on  such  preferred  stock,  then  and  in  that  event 

1  §  188.  ter  Co.  v.  Santa  Barbara,  144   Cal. 

:§  190.  578,  77  Pac.  1113;  Baldwin  v.  Miller, 

L89.  152  Cal.  454,  463,  92  Pac.  1030. 

<§§  40-43.191;  Montcrito  Val.  Wa-  c  §§  193,  3403,  3407. 


ARTICLES    AND    CERTIFICATES   GENERALLY.  39 

all  deferred  or  back  dividends  on  the  preferred  stock  must  be  paid 
up  and  discharged  before  any  dividends  can  be  paid  to  any  stock- 
holders. 

On  final  dissolution  and  distribution  of  the  assets  of  said  corpora- 
tion, the  holders  of  preferred  stock  and  the  holders  of  common 
stock  shall  share  in  proportion  to  the  amount  of  stock  owned  by  each 
only,  except  that  any  back  or  deferred  dividends  due  the  holders  of 
preferred  stock  must  first  be  paid  and  discharged.  (Or  any  other  terms 
may  be  inserted  that  have  been  agreed  upon,  except  that*  no  limita- 
tions can  be  made  as  to  the  voting  power  or  as  to  the  statutory  liability 
of  the  stockholders  to  the  corporate  creditors.)6 

Seventh :    That  the  number  of  directors  of  said  corporation  shall 

be  (not  less  than  three),  and  that  the  names  and  residences 

of  the  persons  who  are  selected  and  appointed  to  act  as  such  director? 
for  the  first  year  and  to  serve  until  the  election  and  qualification  of 
their  successors,  are  as  follows,  to  wit:7 

Xames.  Places  of  residence. 


Eighth :    That  the  amount  of  capital  stock  which  has  been  actually 

subscribed  is  dollars,  and  the  total   amount  paid   on   such 

capital  stock  so  subscribed  is dollars ;  that  is, dollars  on 

each  share  subscribed  has  been  paid  (or  otherwise,  as  the  facts  may 
be).    The  following  are  the  names  of  the  persons  by  whom  the  said 
stock  has  been  subscribed,  with  the  number  of  the  shares  and  the 
total  amount,  to  wit  :8 
jSTame  of  subscriber.  Xumber  of  shares. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
day  of ,  A.  D.  1910. 


Signed  and  sealed  in  the  presence  of 


(Seal) 
(Seal) 
(Seal) 


(There  must  be  three  or  more,  a  majority  of  whom  must  reside 
in  the  state.) 

e§§  3427,  3586  et  seq.  Pac.   889;    Stockton   Gas  &c.   Co.  v. 

7§§  194,   10S0.  San   Joaquin   Co.,   148    Cal.    313.    83 

8§  175;    Wall   v.    Mines,   130   Cal.  Pac.   54,   5   L.  R.   A.    (N.   S.)    174n; 

27,  62  Pac.  386;    Middleton  v.  Aras-  Humphrev    v.    Buena    Vista    Water 

traville   Min.   Co.,   146  Cal.   219,  79  Co.,  2  Cal.  App.  540,  84  Pac.  296. 


40  CORPORATION"   FORMS. 

FORM  31. 
Articles  of  Voluntary  Association  Without  Capital  Stock — California. 

ARTICLES  OF  INCORPORATION  OF  THE  COMPANY. 

We,  the  undersigned,  a  majority  of  whom  are  citizens  and  residents 
of  the  state  of  California,  do  now  hereby  associate  ourselves,  and  do 
hereby  make  and  execute  the  following  articles  of  incorporation,  and 
do  hereby  unite  for  the  purpose  of  forming  a  corporation  under 
the  laws  of  the  state  of  California,  and  we  do  hereby  certify : 

First :    That  the  name  of  this  corporation  shall  be . 

Second:  That  the  location  of  the  principal  office  and  the  place 
where  the  principal  business  of  said  corporation  is  to  be  transacted 
'  is  at  the  city  of ,  county  of ,  state  of  California. 

Third:  That  the  purposes  for  which  said  corporation  is  formed 
are  as  follows :  (here  state  fully  and  in  detail  the  business  proposed  to 
be  transacted). 

Fourth :    That  the  period  of  existence  of  said  corporation  is 

years,  from  and  after  the  date  of  its  complete  incorporation. 

Fifth :  That  the  number  of  directors  of  said  corporation  shall  be 
(not  less  than  three),  and  that  the  names  and  residences  of 


the  persons  who  are  selected  and  appointed  to  act  as  such  directors 
for  the  first  year  and  to  serve  until  the  election  and  qualification  of 
their  successors,  are  as  follows,  to  wit: 

Names.  Places  of  residence. 


FORM  32. 

Articles  of  Incorporation — Colorado. 

Know  all  men  by  these  presents  that  we, , ,  and 

(at  least  three),  have  associated  ourselves  together,  and  do  hereby  unite 
and  associate  ourselves  as  a  corporation  under  the  name  and  style  of 

the Company,  for  the  purpose  of  becoming  a  body  corporate 

and  politic  under  and  by  virtue  of  the  laws  of  the  state  of  Colorado, 
and  pursuant  to  the  provisions  of  the  laws  of  said  state,  we  do  hereby 
make,  execute  and  acknowledge  in  duplicate  these  written  articles  and 
certificate  of  our  intention  so  to  become  a  body  corporate  under  and 
by  virtue  of  said  laws : 

1.  The  corporate  name  and  style  of  our  said  association   shall 
be -1 

2.  The  principal  office  of  this  corporation  shall  be  kept  in  the  town 
of ,  county  of  ,  state  of  Colorado. 

1  §  188. 


ARTICLES    AND    CERTIFICATES   GENERALLY.  41 

3.  The  principal  business  and  the  operations  of  this  corporation 

shall  be  carried  on  in  the  county  or  counties  of  ,  state  of 

Colorado.2 

4.  The  said  corporation  is  to  exist  for  the  term  of  years 

(for  most  corporations  not  exceeding  20  years).3 

5.  The  objects  for  which  this  corporation  is  formed  and  incorpo- 
rated is  for  the  purpose  of  (here  state  fully  the  purposes).* 

6.  The  capital  stock  of  said  corporation  is  dollars,  to  be 

divided  into shares,  of  the  par  value  of dollars  each.5 

7.  (If  the  corporation  is  a  mining,  ore  reducing,  or  tunneling  com- 
pany). The  capital  stock  of  this  corporation  is  non-assessable.  (The 
stock  certificates  must  have  written  across  their  face  the  word  f'ass<  ss- 
able"  or  "non-assessable,"  as  provided  in  the  articles  of  incorpora- 
tion. ) 6 

8.  The  affairs  and  management  of  said  corporation  is  to  be  under 
the  control  of  a  board  of directors,7  and  the  affairs  and  manage- 
ment of  the  said  corporation  for  the  first  year  are  to  be  under  the 

control  of , ,  and ,  who  are  hereby  selected  to  act 

as  said  directors  and  manage  the  prudential  affairs  and  business  con- 
cerns of  said  corporation  for  the  first  year.8 

9.  The  directors  shall  have  power  to  make  such  prudential  by-laws 
as  they  may  deem  proper  for  the  management  and  control  of  this  cor- 
poration according  to  the  statute  in  such  case  made  and  provided.9 

In  witness  whereof,  we  have  hereto  set  our  hands  and  seals  this 
clay  of ,  A.  D.  1910.10 


State  of  Colorado,  County  of ,  ss : 

I,  A  B,  a  notary  public  in  and  for  said  county,  in  the  state  afore- 
said, do  hereby  certify  that ,  ,  and  ,  personally 

known  to  me  to  be  the  persons  whose  names  are  subscribed  to  the 
annexed  and  foregoing  certificate  of  incorporation,  appeared  before 
me  this  day  in  person  and  acknowledged  that  they  signed,  sealed  and 
delivered  the  said  instrument  of  writing  as  their  free  and  voluntary 
act,  for  the  use  and  purposes  therein  stated.11 

Given  under  my  hand  and  notarial  seal  this day  of , 

1910. 

=  §  189.  T  §  915  et  seq. 

3§  190.  8§§  194,  1080. 

4§§  40-43,  191.  8§  969. 

5§§  193,  3403,  3407.  10  §  198. 

•  §  4810  et  seq.  u  §  199. 


42  CORPORATION    FORMS. 

FORM  33. 
Articles  of  Incorporation — Connecticut. 

We,  the  undersigned,  certify  that  we  do  hereby  associate  ourselves 
as  a  body  politic  and  corporate,  under  and  by  virtue  of  the  provisions 
of  an  act  of  the  general  assembly  of  the  state  of  Connecticut  entitled 
"An  Act  concerning  the  formation  of  corporations,"  being  chapter 
157  of  the  Public  Acts  of  1901  and  all  acts  amendatory  thereof.  And 
we  further  state  and  certify : 

First :    The  name  of  this  corporation  is -1 

Second:  That  this  corporation  and  its  principal  place  of  business 
is  to  be  located  in  the  city  of ,  in  the  said  state  of  Connecticut,2 

Third:  That  the  nature  of  the  business  to  be  transacted  by  said 
corporation  and  the  purpose  to  be  promoted  or  carried  out  by  it  are 
as  follows :  (here  state  fully  and  in  detail  the  objects  of  the  corpora- 
tion).3 

Fourth :    That  the  amount  of  the  capital  stock  of  said  corporation 

hereby  authorized  is  dollars,  divided  into  shares,  of 

the  par  value  of dollars  each.4 

Fifth:  That  said  corporation  shall  commence  business  with  the 
capital  stock  of dollars.5 

Sixth :  That  no  period  is  hereby  limited  for  the  duration  of  said 
corporation.6 

Seventh :  The  names  and  residences  of  the  incorporators  affixed  by 
themselves  hereto  are  as  follows  :7 

Names.  Residences. 


Signed  this day  of ,  at . 

1  §  188.  5  §  205.     See  also,  §§  175,  193,  564, 

-§§  189,  490,  501.  3933. 

3§§  40-43,  191.  °§  190. 

'  g§   193,  3403,  3407.  7§  175. 

FORM  34. 

Certificate  of  Organization — Connecticut. 

We,  the  undersigned,  the  directors  (or  a  majority  if  only  a  majority 

unite  in  the  certificate)  of  the Company,  located  in  the  city  of 

Hartford,  in  said  state  of  Connecticut,  and  hereby  certify  as  follows: 

First :  Thai  the  amount  of  the  authorized  capital  stock  in  said  cor- 
poration   subscribed    for   is  dollars,   the  same  being  

shares;  of  said  amount  share-  are  preferred  stock  and 


ARTICLES    AXD   CERTIFICATES   GENERALLY.  43 

shares  are  common  stock,  amounting  in  all  to  dollars,  and 

being  not  less  than  the  full  amount  of dollars,  the  same  being 

the  said  sum  with  which  "the  incorporators  stated  in  the  certificate 
of  incorporation  that  the  company  would  begin  business. 

Second :    That  the  actual  amount  of  cash  paid  thereon  is  

dollars. 

Third :  That  the  amount  paid  thereon  in  property  other  than  cash 
at  an  agreed  valuation  is dollars. 

Fourth :    That  upon  each  share  of  stock  subscribed  dollars 

have  been  paid,  except  that  upon shares,  dollars  only 

have  been  paid. 

Fifth:  That  the  name,  residence  and  postoffice  address  of  each 
of  the  original  subscribers  to  such  capital  stock,  together  with  the 
number  and  class  of  shares  subscribed  for  each  are  as  follows : 

Number  of  shares. 

Xame.       Residence.         P.  0.  Address       Preferred.       Common. 


Sixth :    That  the  directors  and  officers  of  said  corporation  have  been 

duly  elected  and  by-laws  adopted. 

Seventh:      The  name,  residence  and  postoffice  address  of  each  of 

the  directors  and  officers  of  said  corporation  are  as  follows: 

Name.  Eesidence.       P.  0.  Address. 

President, ; —  

A'ice-President, 

Secretary, 


Assistant  Secretary, 

Treasurer, 

Assistant  Treasurer, 
Directors : 


Eighth:    The  location  of. the  principal  office  of  this  corporation  is 

in  the  state  of  Connecticut,  No. St.  in  the  said  city 

of  Hartford,  and  the  name  of  the  agent  or  person  in  charge  thereof 
on  whom  process  against  said  corporation  may  be  served  is . 

In  witness  we  have  hereto  set  our  hands  this day  of . 


Directors   (or  a  majority  of  the  directors), 


44  CORPORATION"   FORMS. 

FORM  35. 
Articles  of  Incorporation — Delaware  (1). 

CERTIFICATE    OF    INCORPORATION    OF    THE   COMPANY. 

We  the  subscribers,  for  the  purpose  of  forming  a  corporation  for 
the  objects  hereinafter  stated,  pursuant  to  an  act  of  the  legislature  of 
the  state  of  Delaware,  entitled  "An  Act  providing  a  general  corporation 

law,"  approved  on  the day  of ,  and  the  acts  amendatory 

thereof  and  supplemental  thereto,  do  hereby  unite  in  the  following 
articles  of  incorporation,  and  do  hereby  certify : 

1.  The  name  of  this  corporation  is -1 

2.  The  principal  office  and  place  of  business  of  this  corporation  is 

to  be  located  in  the  city  of ,  in  the  county  of ,  in  the 

said  state  of  Delaware.2 

3.  The  name  of  the  resident  agent  of  this  corporation  is  A  B, 

residing  at  the  city  of ,  in  the  county  of ,  in  said  state. 

(At  the  place  of  the  principal  office  of  the  corporation.)3 

4.  The  nature  of  the  business  proposed  to  be  transacted  by  this  cor- 
poration, and  the  objects  and  purposes  as  promoted  and  carried  on 
by  it  are  as  follows :  (here  state  fully  and  in  detail  the  purposes  of  the 
corporation).4 

5.  The  amount  of  the  total  authorized  capital  stock  of  the  corpora-' 

tion  is dollars5  (not  less  than  two  thousand  dollars),  divided 

into  shares  of  dollars  each.6   (If  the  capital  stock  is 

divided  into  preferred  and  common,  the  amount  of  each  and  the 
statement  of  the  preferences  should  be  set  forth  as  in  Forms  460-474.) 7 

6.  The  amount  of  capital  stock  with  which  this  company  will  com- 
mence business  is dollars  (not  less  than  one  thousand  dollars).* 

7.  The  term  of  the  existence  of  this  corporation  is  to  commence  on 

the day  of ,  and  its  existence  is  to  cease  on  the 

day  of (or  it  is  to  have  a  perpetual  existence).9 

8.  The  private  property  of  the  stockholders  shall  not  be  subject 
to  the  payment  of  the  corporate  debts  in  any  amount  or  to  any  extent 
whatever.10 

9.  The  names  and  places  of  residence  of  each  of  the  original  sub- 

1  §  188.  7§§  3427,  3586  et  seq.,  3590-3593. 

-  S§  189,  490,  501  et  seq.  See  also,  §  5345. 

"•See  §§  6653,  6760.  8  See    §§  178,    179,    193,    205,    564, 

4 §8  40-43,  191.  3900,  3933. 

S§S  193,  3403.  9§  190. 

8  §  3407.  10  §  4810  et  seq. 


ARTICLES    AND   CERTIFICATES   GENERALLY.  45 

scribers   to  the  said  capital  stock  and  the  number  of  shares  subscribed 
by  each  are  as  follows : 
Name.  Residence.  Number  of  shares.11 


10.    The  number  of  directors  of  the  corporation  shall  be ;12 

but  this  number  may  be  changed  from  time  to  time  as  may  be  provided 
by  the  by-laws.13  If  the  number  of  directors  is  increased,  such  addi- 
tional directors  may  be  elected  by  the  former  members  of  the  board  or 
by  the  stockholders  at  an  annual  or  special  meeting,  as  may  be  provided 
in  the  by-laws.14 

The  directors,  from  time  to  time  may  determine  whether  and  to 
what  extent,  and  at  what  times  and  places,  and  under  what  conditions 
and  regulations,  the  accounts  and  books  of  the  company  (other  than 
the  stock  ledger),  or  any  of  them,  shall  be  open  to  the  inspection  of 
the  stockholders;  and  no  stockholder  shall  have  any  right  to  inspect 
any  account  or  book  or  document  of  the  company,  unless  expressly 
so  authorized  by  statute  or  by  resolution  of  the  stockholders  or  the 
directors.15 

The  directors  in  their  discretion  may  submit  any  contract  or  act  for 
approval  or  ratification  at  any  annual  meeting  of  the  stockholders 
or  at  any  meeting  of  the  stockholders  called  for  the  purpose  of  consider- 
ing any  such  act  or  contract,  and  any  contract  or  act  that  shall  be 
approved  or  be  ratified  by  the  vote  of  the  holders  of  a  majority  of  the 
capital  stock  of  the  company  which  is  represented  in  person  or  by 
proxy  at  such  meeting  (provided  that  a  lawful  quorum  of  stockholders 
be  there  represented  in  person  or  by  proxy)  shall  be  as  valid  and  as 
binding  upon  the  corporation  and  upon  all  the  stockholders,  as  though 
it  had  been  approved  or  ratified  by  every  stockholder  of  the  corpora- 
tion, whether  or  not  the  contract  or  act  would  otherwise  be  open  to 
legal  attack  because  of  directors'  interest  or  for  any  other  reason.16 

The  directors  shall  also  have  power,  without  the  assent  or  vote  of 
the  stockholders,  to  make  and  alter  by-laws  of  the  corporation;17  to 
fix  the  times  for  the  declaration  and  payment  of  dividends;18  to  fix 
and  vary  the  amount  to  be. reserved  as  working  capital;  to  authorize 
and  cause  to  be  executed  mortgages  and  liens  upon  all  the  property 
of  the  corporation,19  or  any  part  thereof,  and  from  time  to  time  sell, 
assign,  transfer,  pledge  or  otherwise  dispose  of  any  or  all  of  its  prop- 

u§  175.  MSee    §§     1179,   1184,   1185,  2107, 

12  §§  915,  1066.  2420,  2497,  2563. 

53  §  926.  17§  969. 

14  §  1083.  w§  5285  et  seq. 

:'S§  4515-4517.  19§  1190.    And  see  §  2560  et  seq. 


46  CORPORATION   FORMS. 

erty;20  to  determine  the  use  and  disposition  of  any  surplus  or  net 
profits  over  and  above  the  capital  stock  paid  in,21  and  in  their  discre- 
tion the  directors  may  use  and  apply  any  such  surplus  or  accumulated 
profits  in  purchasing  or  acquiring  the  bonds  or  other  obligations  or 
shares  of  capital  stock  of  the  corporation,  to  such  extent  and  in  such 
manner  and  upon  such  terms  as  the  directors  shall  deem  expedient  ;22 
but  shares  of  such  capital  stock  so  purchased  or  acquired  may  be  resold 
unless  such  shares  shall  have  been  retired  for  the  purpose  of  decreas- 
ing the  corporation's  capital  stock  as  provided  by  law.23 

In  addition  to  the  powers  and  authorities  hereinbefore  or  by  statute 
expressly  conferred  upon  them,  the  directors  are  hereby  empowered 
to  exercise  all  such  powers  and  do  all  such  acts  and  things  as  may  be 
exercised  or  done  by  the  corporation;  subject,  nevertheless,  to  the 
provisions  of  the  statutes  of  Delaware,  of  this  certificate,  and  to  any 
by-laws  from  time  to  time  made  by  the  stockholders;  provided,  how- 
ever, that  no  by-law  so  made  shall  invalidate  any  prior  act  of  the 
directors  which  would  have  been  valid  if  such  by-law  had  not  been 
made.24 

11.  Each  stockholder  shall  at  all  stockholders'  meetings  be  entitled 
to  vote  in  person,25  or  by  proxy26  for  each  share  of  the  capital  stock 
held  by  him  and  which  has  not  been  transferred  on  the  books  of  the 
corporation  within  twenty  days  next  preceding  such  election;27  but 
no  proxy  shall  be  voted  on  after  three  years  from  its  date.28  All 
persons  holding  stock  in  a  fiduciary  capacity  shall  be  entitled  to  vote 
the  shares  so  held.29  And  all  persons  whose  stock  has  been  pledged 
shall  be  entitled  to  vote  the  same,  unless  the  transfer  of  the  stock  on 
the  books  of  the  corporation  shall  show  that  the  pledgee  is  entitled  to 
vote  the  same;  and  in  which  case  the  pledgee  or  his  proxy  only  shall 
have  the  right  to  vote  such  stock.30 

12.  Each  stockholder  or  his  proxy  at  all  elections  of  directors  shall 
be  entitled  to  one  vote  for  each  share  of  stock  held  by  him,  multiplied 
I iv  the  number  of  directors  to  be  elected ;  and  such  stockholder  may  cast 
all  of  such  votes  for  any  one  of  the  candidates,  or  he  may  otherwise 
distribute  his  votes  among  any  part  or  number  or  among  the  whole 
number  of  the  candidates  to  be  elected.31 

13.  The  holders  of  any  bond  or  debenture  issued  or  to  be  issued  by 
this  corporation,  whether  secured  by  mortgage  or  otherwise,  shall  have 
the  same  power  to  vote  in  respect  to  the  corporate  affairs  and  manage- 

20  §§  1182,  1183,  1190,  2100  et  seq.  »  §§  875-885. 

11  See  §  5292.  »  §§  858,  859,  861. 

"See  §§  2S00,  4075  et  seq.  I8  See  §§  883,  884. 

-3  §§  4075,  4078.  ffl  §  865  et  seq. 

*  §  1179  et  seq.  ^SS  871,  4237. 

25  §  855  et  seq.  31  §§  886-888. 


ARTICLES   AND   CERTIFICATES    GENERALLY.  47 

ment  to  the  same  extent  and  in  the  same  manner  as  stockholders ;  and 
in  determining  the  number  of  votes  to  be  cast  by  each  bond  or  debenture 
holder,  the  amount  of  his  bond  or  bonds  should  be  divided  by  the  paT 
value  of  a  share  of  the  capital  stock.32  In  case  of  default  in  the  pay- 
ment of  either  the  principal  or  interest  of  any  bond  or  debenture,  any 
such  bond  or  debenture  holder  may  have  the  same  right  of  inspection 
of  the  corporate  books,  accounts  and  records  as  any  stockholder  of  the 
company.33 

In  witness  whereof  we  have  hereunto  set  our  hands  and  seals  this 
day  of ,  1910.3* 


In  the  presence  of 


( Acknowledgment.35 ) 

32  §  866.  M§  198. 

33  §  4519.  35  §  199_ 


FORM  36. 
Articles  of  Incorporation — Delaware  (2). 

ARTICLES   OF   INCORPORATION   OF    THE   INTERSTATE   BISCUIT    COMPANY. 

First:  The  name  of  this  corporation  shall  be  "Interstate  Biscuit 
Company."1 

Second :  Its  principal  office  in  the  state  of  Delaware  shall  be  located 
in  the  city  of  Wilmington  and  county  of  New  Castle.2  The  agent  in 
charge  thereof  shall  be  Philip  L.  Garrett.3 

Third:  The  objects  and  purposes  for  which  this  corporation  is 
formed  are  to  do  any  and  all  of  the  things  herein  set  forth  as  fully 
and  to  the  same  extent  as  natural  persons  might  or  could  do,  and  in 
any  part  of  the  world,  namely:4 

(a)  To  manufacture,  buy,  sell,  pack,  prepare  and  generally  deal  in 
and  with  biscuits,  crackers,  cakes,  Italian  paste,  confectionery,  cereals, 
coffees,  teas,  dried  fruits,  and  foods  and  food  products  and  materials 
of  all  kinds  either  raw  or  manufactured,  that  may  be  used  in  foods 
and  food  products  and  beverages,  or  for  the  packing,  adapting,  pre- 
paring or  preserving  of  such  foods,  food  products  or  beverages:  and 
generally  to  mix,  adapt,  refine,  prepare,  preserve,  manufacture,  and 
dispose  of  all  such  goods,  wares,  merchandise  and  materials  either  in 

*§  188.  s§§  6653,  6760. 

2  §§  189,  490,  501  et  seq.  4  §§  40-43,  191. 


48  CORPORATION  FORMS. 

original  packages  or  in  such  cans,  jars,  boxes^  cartons  or  other  contain- 
ing packages  as  may  be  found  desirable. 

(b)  To  purchase,  lease,  or  otherwise  acquire  lands,  buildings,  tene- 
ments and  factories  in  Delaware  or  elsewhere,  for  the  plants,  offices, 
workshops,  warehouses,  laboratories  and  manufactories  of  the  com- 
pany, and  to  purchase,  lease,  or  otherwise  acquire  tools,  implements, 
engines,  machinery,  apparatus,  fixtures  and  conveniences  of  all  kinds 
for  the  manufacture,  manipulation,  preparation,  preservation,  packing 
and  handling  of  the  materials  and  products  of  the  company. 

(c)  To  apply  for,  obtain,  purchase,  lease,  or  otherwise  acquire,  and 
to  register,  hold,  own  and  use  any  and  all  trademarks,  trade  secrets, 
processes,  formula?,  inventions  and  improvements  capable  of  being 
used  in  connection  with  the  work  of  the  company,  whether  secured 
under  letters  patent  in  the  United  States,  or  elsewhere  or  otherwise ; 
and  to  use,  operate  and  manufacture  under  the  same  and  to  sell,  assign, 
grant  licenses  in  respect  of  or  otherwise  dispose  of  and  turn  the  same 
to  the  account  and  profit  of  the  company. 

(d)  To  do  any  and  all  things  set  forth  in  this  certificate  as  objects, 
purposes,  powers  or  otherwise  to  the  same  extent  and  as  fully  as  natural 
persons  might  do,  and  in  any  part  of  the  world,  as  principals,  agents, 
contractors,  trustees  or  otherwise,  and  either  alone  or  in  company  with 
others. 

(e)  To  have  offices,  conduct  its  business  and  promote  its  objects 
within  and  without  the  state  of  Delaware,  in  other  states,  the  District 
of  Columbia,  the  territories  and  colonial  dependencies  of  the  United 
States,  and  in  foreign  countries,  without  restriction  as  to  place  or 
account. 

Fourth :  The  amount  of  the  total  authorized  capital  stock  of  this 
corporation  is  five  hundred  thousand  dollars  ($500,000), 5  divided  into 
five  thousand  (5,000)  shares  of  the  par  value  of  one  hundred  dollars 
($100)  each.0 

The  amount  of  capital  stock  with  which  this  corporation  will  com- 
mence business  is  the  sum  of  one  thousand  dollars  ($1,000). 7 

Fifth :  The  names  and  residences  of  each  of  the  original  sub- 
scribers to  the  capital  stock  are  as  follows:8 

Names.  Eesidences. 

Francis  <i.  Pawceti Pittsburgh,  Pa. 

Randolph  C.  Blytho Pittsburgh,  Pa. 

A.  C   Bentley Philadelphia,  Pa. 

Sixth:    The  existence  of  this  corporation  shall  be  perpetual.9 

'  S§  193,  3403.  8§  175. 

«  §  3407.  •  §  190. 

7§  205. 


AETICLES    AND    CERTIFICATES    GENERALLY.  49 

Seventh :  The  private  property  of  the  stockholders  shall  not  be 
subject  to  the  payment  of  corporate  debts  to  any  extent  whatever.10 

Eighth :  The  directors  shall  have  power  to  make,  alter,  amend  and 
repeal  the  by-laws;11  to  fix  the  amount  to  be  reserved,12  and  to 
authorize  and  cause  to  be  executed  mortgages  and  liens,  without  limit 
as  to  amount,  upon  the  property  and  franchises  of  this  corporation.13 

With  the  consent  in  writing,  and  pursuant  to  a  vote  of  the  holders 
of  a  majority  of  the  capital  stock  issued  and  outstanding,  the  directors 
shall  have  power  and  authority  to  dispose,  in  any  manner,  of  the  whole 
property  of  this  corporation.14 

The  directors  shall  from  time  to  time  determine  whether  and  to 
what  extent  the  accounts  and  books  of  this  corporation  or  any  of  them, 
shall  be  open  to  the  inspection  of  the  stockholders;  and  no  stockholder 
shall  have  any  right  of  inspecting  any  account,  or  book,  or  document  of 
this  corporation,  except  as  conferred  by  law,  or  the  by-laws,  or  by 
resolution  of  the  stockholders.15 

The  stockholders  and  directors  shall  have  power  to  hold  their  meet- 
ings and  keep  the  books,  documents  and  papers  of  the  corporation  out- 
side of  the  state  of  Delaware,  at  such  places  as  may  be  from  time  to 
time  designated  by  the  by-laws  or  by  resolution  of  the  stockholders 
or  directors,  except  as  otherwise  required  by  the  laws  of  Delaware.16 

It  is  the  intention  that  the  objects,  purposes  and  powers  specified 
in  the  third  paragraph  hereof  shall,  except  where  otherwise  expressed 
in  said  paragraph,  be  no  wise  limited  or  restricted  by  reference  to  or 
in  inference  from  the  terms  of  any  other  clause  or  paragraph  in  this 
certificate  of  incorporation,  but  that  the  objects,  purposes  and  powers 
specified  in  the  third  paragraph  and  in  each  of  the  clauses  or  para- 
graphs of  this  charter  shall  be  regarded  as  independent  objects,  pur- 
poses and  powers. 

We,  the  undersigned,  for  the  purpose  of  forming  a  corporation 
under  the  laws  of  the  state  of  Delaware,  do  make,  file  and  record  this 
certificate,  and  do  certify  that  the  facts  herein  stated  are  true;  and 
we  have  accordingly  hereunto  set  our  respective  hands  and  seals,  this 
seventeenth  day  of  March,  A.  D.  1908. 17 

In  presence  of  Francis  G.  Fawcett,     (seal) 

■ ■ Randolph  C.  Blythe,     (seal) 

A.  C.  Bentley.  (seal) 

(Acknowledgment  in  due  form.ls) 

30  §  4725.     See  also,  §  4S10  et  seq.  15§§  4515-4517. 

11  §  969.  ie§§  1134-1137. 

12  §  5292.  "§  198. 

13  §  1190  and  see  §  2560  et  seq.  18  §  199. 

14  §§  1191,  2418  et  seq. 

4-Thomp.  Corp.  VII. 


50  CORPORATION    FORMS. 

FORM  37. 

Articles  of  Incorporation — District  of  Columbia. 

We,  the  undersigned,  of  the  city  of  Washington,  District  of  Colum- 
bia, hereby  associate  ourselves,  and  do  by  these  presents,  pursuant 
to  and  in  conformity  with  the  provisions  of  the  general  incorporation 
law  of  the  District  of  Columbia,  associate  ourselves  together  as  a 
body  corporate  and  politic,  and  do  hereby  make  and  execute  the 
following  certificate  in  writing : 

1.  That  the  name  of  the  corporation  shall  be -1 

2.  That  the  purposes  for  which  said  corporation  is  formed  are 
.-    (Here  state  fully.) 


3.  That  the  existence  of  this  company  shall  be  perpetual.3 

4.  That  the  capital  stock  of  this  corporation  shall  be dollars, 

divided  into  shares  of  the  par  value  of dollars  each.4 

o.  That  the  number  of  trustees  that  shall  manage  the  concerns 
of  the  company  for  the  first  year  or  until  their  successors  are  elected 
shall  be  namely:5 

Names.  Residences. 


The  board  of  trustees,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  from  the  trustees  an  executive  committee 

of  members,  of  which  a  majority  shall  constitute  a  quorum, 

and  to  such  extent  as  may  be  provided  in  the  by-laws,  such  committee 
shall  have  and  may  exercise  all  or  any  of  the  powers  of  the  board  of 
trustees.6 

G.  That  the  place  in  the  District  of  Columbia  in  which  the  opera- 
tions of  the  company  are  to  be  carried  on  is  at  ,  in  the  city 

of  Washington,7  District  of  Columbia. 

Witness  our  hands  this dav  of ,  1910.8 


Cnv  of  Washington,  District  of  Columbia. 

re  me,  the  subscriber,  personally  appeared     ,  personally 

well  known  to  me  to  be  the  persons  whose  names  are  subscribed  to  the 
joing  certificate  dated  this day  of ,  A.  D.  , 

1  §  188.  B§§  194,  1080. 

»§§  40-43,  191.  •§  1207. 

190.  '  §§  189.  4:mi.  501  et  seq. 

*  b  193,  3403,  3407.  s  §  198. 


ARTICLES    AMi    CERTIFICATES   GENERALLY.  5] 

and  each  for  himself  and  not  for  the  other  acknowledged  said  certificate 

to  have  been  voluntarily  made,  signed  and  acknowledged  by  him  as 
for  his  act  and  deed. 

In  testimony  whereof  I  have  hereunto  set  my  hand  and  affixed  un- 
official seal  this  day  of  -       —   A.  D.  1910.9 


Xotary   Publie. 

9  §  199. 

FORM  38. 

Articles  of  Incorporation — Florida. 

We,  the  undersigned,  hereby  and  by  these  articles  of  incorporation 
associate  ourselves  together  for  the  purpose  of  becoming  a  body  politic 
and  corporate  under  and  pursuant  to  the  laws  of  the  state  of  Florida, 
providing  for  the  formation,  management,  liabilities,  and  immunities 
of  corporations,  the  provisions  of  which  laws  are  hereby  accepted,  and 
we  hereby  declare  that  the  following  articles  of  incorporation  shall 
constitute  and  be  the  charter  of  said  corporation  upon  the  issuance  of 
letters  patent  according  to  law. 

Art.  1.    The  name  of  this  corporation  shall  be  -1 

Art.  2.    The  general  office  and  principal  place  of  business  of  this 

corporation  shall  be  in  the  city  ,  county  of  ,  state  of 

Florida.  The  board  of  directors  may  establish  branch  offices  at  other 
places  from  time  to  time  as  may  be  desired.2 

Art.  3.  The  period  of  existence  of  this  corporation  shall  be 
— . years  (or  perpetual).3 

Art.  4.  The  general  nature  of  the  business  of  this  corporation 
shall  be:  (Here  set  out  fully  and  in  detail  the  nature  of  the  business 
supposed  to  be  transacted).4 

Art.  5.    The    amount    of    the    capital    stock    of    this    corporation 

shall  be dollars,5  divided  into shares  of  the  par  value 

of  dollars  each6    (not  less  than  ten  dollars).     Said  capital 

stock  shall  be  paid  for  as  follows:    Ten  per  cent  of  which  shall  be 

paid  within  days  after  letters  patent  shall  have  been  granted 

and  before  said  corporation  shall  transact  any  business ;  the  remainder 
thereof  shall  be  paid  in  such  instalments  and  within  such  time  as 
may  be  designated  by  the  board  of  directors,  and  on  ten  days'  notice 
to  the  subscribers  for  such  deferred  payments.  Any  stock  not  sub- 
scribed shall  be  sold  by  the  directors  from  time  to  time  as  the  same  may 
be  needed,  at  not  less  than  its  par  value.7    (The  articles  of  incorpora- 

1  §  188.  r,§§  193,  3403. 

2  §§  189,  490,  501  et  seq.  6  §  3407. 

=  §  190.  7§§  175,  193,  564,  3933. 

*§§  40-43,  191. 


52  CORPORATION   FORMS. 

tion  may  provide  that  the  capital  stock  or  a  designated  part  thereof 
may  be  paid  for  in  property,  labor  or  services  at  a  just  valuation  to 
be  fixed  by  the  incorporators  at  a  meeting  called  for  that  purpose.)8 

Art.  6.    The  business  and   prudential  affairs  of  this  corporation 

shall  be  conducted  by  a  board  of  directors  of  not  less  than nor 

more  than  >.9 

Art.  7.  The  annual  meetings  of  the  stockholders  shall  be  held 
at  the  principal  office  of  this  corporation  on  the  first  Monday  of 
January  in  each  year  at  10 :00  o'clock  a.  m.,  or  as  soon  thereafter  as 
practical,  at  which  meetings  there  shall  be  elected  by  and  from  the 
stockholders  a  board  of  directors  for  the  ensuing  year.10  The  board  of 
directors  so  elected  shall  meet  immediately  following  the  adjournment 
of  such  annual  meeting  of  the  stockholders  and  shall  organize  by  elect- 
ing from  their  own  number  a  president,  vice-president,  secretary  and 
treasurer.11  (The  same  person  may  be  elected  secretary  and  treas- 
urer.) 

Art.  8.  The  stockholders  of  this  corporation  shall,  at  the  first 
annual  meeting,  or  as  soon  thereafter  as  practicable,  adopt  the  neces- 
sary by-laws  for  the  government  of  this  corporation.12 

Art.  9.  The  highest  amount  of  indebtedness  or  liability  to  which 
this  corporation  shall  at  any  time  be  subject,  shall  be  the  sum  of 
dollars.13 

Art.  10.  Until  the  first  election  of  officers,  the  business  and 
prudential  affairs  of  this  corporation  shall  be  conducted  by  the  follow- 
ing named  persons:  A  B,  president;  C  D,  vice-president;  E  F, 
secretary  and  treasurer.  The  said  officers  shall  adopt  temporary  by- 
laws until  the  first  annual  meeting  of  the  stockholders.14 

Art.  11.  The  names  and  residences  of  the  subscribers  to  these 
articles  of  incorporation,  together  with  the  number  of  shares  of  the 
capital  stock  subscribed  by  each,  set  opposite  his  name,  are  as  fol- 
lows:15 

Names.  "Residences.  Number  of  shares. 


Id  vritness  whereof,  we  have  hereunto  set  our  hands  this  

day  of ,  1!)10.16 

(Signed  and  acknowledged.17) 


*  §  3960. 

13  §  195. 

"  §§  915,  1066. 

"  SS  194.  1080, 

10  §§  805.  807,  808. 

a  §  175. 

"  8§  1068.  1386  et  seq. 

18  §  198. 

965. 

17  §  199. 

ARTICLES   AND   CERTIFICATES   GENERALLY.  53 

FORM  39. 
Notice  of  Publication — Florida. 

Xotice  is  hereby  given  that  the  undersigned  will,  on  the day 

of ,  1910,  at  10  :00  o'clock  a.  m.,  or  as  soon  thereafter  as  we  can 

be  heard,  apply  to  the  Honorable  A  B,  Governor  of  the  state  of 
Florida,  at  his  office  in  the  state  house  in  the  city  of  Tallahassee, 
state  of  Florida,  for  letters  patent  incorporating  ourselves,  our  asso- 
ciates and  successors  into  a  body  politic  and  corporate,  under  the  name 
of  Company. 

"We  also  hereby  declare  and  show  that  the  following  charter  and 
articles  of  incorporation  is  a  full,  true  and  complete  copy,  the  original 
of  which  is  now  on  file  in  the  office  of  the  secretary  of  state  of  the  said 
state  of  Florida,  at  the  said  city  of  Tallahassee,  during  the  time  re- 
quired by  law  for  the  publication  of  this  notice. 

(Signed  by  at  least  three  incorporators.)  (Verified  proof  of  publi- 
cation must  be  filed  and  presented  with  the  application  to  the  gov- 
ernor.) 

(This  notice,  together  with  the  proposed  charter  and  articles  of 
incorporation  shall  be  published  for  four  successive  weeks,  once  each 
week  in  some  newspaper  published  in  the  county  where  the  place  of 
business  is  to  be  located,  and  the  original  articles  of  incorporation 
must  be  on  file  in  the  office  of  the  secretary  of  state  during  the  four 
weeks  of  publication.1) 

1  §  215. 

FORM     40. 
Articles  of  Incorporation — Georgia. 
application  for  charter. 
State  of  Georgia,  County  of . 

To  the  Superior  Court  of  said  county : 

The  undersigned  petitioners  (two  or  more)  hereby  make  application 

to  said  court  for  a  charter  for  a  corporation  to  be  known  as  

Company,  and  your  petitioners  respectfully  show:1 

First:  That  they,  for  themselves,  their  associates,  successors  and 
assigns,  desire  to  be  constituted  and  incorporated  a  body  corporate 
under  the  name  and  style  of Company,2  for  the  term  of 

1  §  215.  |  188. 


54  CORPORATION"    FORMS. 

years  (not  exceeding  twenty  }rears),  with  the  privilege  of  renewal  at 
the  expiration  of  said  time.3 

Second:  The  object  of  the  proposed  corporation  is  pecuniary  gain 
to  its  stockholders. 

Third :  The  petitioners  desire  that  said  corporation  and  body  cor- 
porate possesses  the  right,  power  and  authority  to  sue  and  be  sued,  to 
have  and  to  use  a  common  seal,  to  make  by-laws  for  its  government, 
to  elect  directors  for  the  management  of  its  affairs,  and  confer  upon 
them  the  right  to  elect  officers  and  appoint  agents  and  employes,  to 
buy,  sell,  hold,  incumber  and  otherwise  dispose  of  real  and  personal 
property  necessary  and  advantageous  to  the  purposes  of  said  corpora- 
tion, together  with  all  other  rights,  powers  and  privileges  incident, 
usual  or  necessary  to  like  corporations  under  the  laws  of  the  said  state 
of  Georgia.4 

Fourth:  The  particular  business  proposed  to  be  conducted  and 
carried  on  by  said  corporation  is  (here  state  fully  and  in  detail 
any  business  permitted  by  any  single  statutory  provision).5 

Fifth :    Those  petitioners  would  show  that  the  capital  stock  of  the 

proposed  corporation  shall  be  dollars,  divided  into  — 

shares  of  dollars  each  :6  and  they  would  further  show  that 

dollars  thereof,  which  is  more  than  ten  per  cent,  of  the  said 

proposed  capital,  has  been  paid.7 

Sixth:  Your  petitioners  would  further  show  that  they  desire  that 
said  corporation  shall  have  the  right  to  increase  said  capital  stock  to 

any  amount  not  exceeding  dollars,  whenever  the  holders  of 

a  majority  of  the  stock  may  so  determine,  and  which  increase  shall  be 
disposed  of  as  the  stockholders  may  determine.8 

Seventh:    The  general  office  and  principal  place  of  business  of  said 

proposed  corporation  shall  be  at  the  city  of  ,  in  the  county  of 

,  state  of  Georgia;0  but  these  petitioners  would  further  show 

that  they  desire  that  said  corporation  may  have  the  right  to  establish 
branch  offices  or  agencies  at  other  places,  both  within  and  without  the 
said  state  of  Georgia,  as  the  holders  of  a  majority  of  the  stock  may  dc- 
termine  upon.1" 

Wherefore,  these  petitioners  pray  that  after  the  filing  and  publica- 
tion  of  this  petition  as  required  by  law,  that  an  order  be  entered  by  this 
courl  declaring  these  petitioners  a  body  corporate,  under  the  name  and 
style  aforesaid,  ami  granting  to  said  corporation  all  the  rights,  powers 
and  privileges  as  sel  out  and  prayed  tor  herein/or  which  may  be  inci- 

»j  190.  7§§  ITS.    179.    193,   205,   564,   3900, 

1  8§  170  et  seq.,  2104  et  seq.  :'.'.':'.:'.. 

t§  40-43.  191.  "S  3624. 

c  §§  193,  3403,  3407.  SS  189.  490,  501. 

10  §§  1134-1137. 


ARTICLES   AND   CERTIFICATES  GENERALLY.  5o 

dental,  usual  and  necessary  under  the  laws  of  said  state  of  Georgia, 
for  the  purposes  of  their  incorporation. 

(Signed  by  petitioners  or  attorney.)11 

(A  copy  of  the  petition  must  be  published  once  each  week  for  four 
weeks  in  the  nearest  public  newspaper  to  the  place  where  the  corporate 
business  will  be  located.) 

(On  the  granting  of  the  order  and  the  issuing  of  a  certified  copy  of 

the  petition  and  order  under  the  seal  of  the  court,  a  stockholders' 

meeting  should  be  called  to  adopt  the  charter,  elect  directors  and  pass 

by-laws.)12 

11  §  198.  12See  §§  805,  807,  808,  915  et  seq., 

965. 

FORM  41. 
Articles  of  Incorporation — Hawaii. 

We,  the  undersigned  subscribers,  a  majority  of  whom  are  residents 
of  the  territory  of  Hawaii,  desiring  to  form  a  corporation,  hereby 
unite  and  associate  ourselves  together,  execute,  adopt  and  acknowledge 
the  following  articles  of  incorporation: 

First :  The  name  of  this  corporation  is  the  Pacific  Steamship  Com- 
pany, Limited.1 

Second  :  The  location  of  the  principal  office  and  place  of  business  of 
this  corporation  is  the  city  of  Honolulu,  Hawaii.2 

Third:  The  purpose  of  this  corporation  is:   (Here  state.)3 

Fourth :    The  amount  of  the  capital  stock  of  this  corporation  is  fixed 

at4  dollars,  divided  into  shares  of  the  par  value  of 

■  dollars  each.5   This  corporation  will  hereafter  ask  the  privilege 

of  an  extension  of  its  capital  stock  not  to  exceed dollars.6 

Fifth :    The  business  and  prudential  affairs  of  this  corporation  shall 

be  managed  by  a  board  of  > —  directors.7    The  following  named 

persons  have  been  selected  as  directors  to  manage  the  business  and 
prudential  affairs  of  this  corporation  for  the  first  year  and  until  their 
successors  are  elected  and  qualified,  to  wit  :8 

Names.  Residences. 


Sixth  :    The  general  officers  of  this  corporation  shall  be  four  in  num- 

1  §  188.  '■  §  3407. 

2  §§  189,  490.  501  et  seq.  "  §  3624  et  seq. 
§§  40-43,  191.  7  §§  915,  1066. 

4§§  193,  3403.  8§§  194,  1080. 


56  CORPORATION    FORMS. 

ber,  as  follows:  president,  vice-president,  secretary  and  treasurer;9 
and  the  following  named  persons  have  been  selected  as  officers  of  said 
corporation  to  serve  until  their  successors  are  elected  and  qualified, 
to  wit:10 

A  B,  President.11 

C  D,  Vice-president.12 

E  F,  Secretary.13 

G  H,  Treasurer.14 

In  witness  whereof,  etc. 

(Signed  by  all  incorporators,  not  less  than  five.) 
City  of  Honolulu,  Territory  of  Hawaii,  ss  : 

A  B,  E  F,  and  G  H,  each  being  duly  sworn,  says  upon  his  oath,  and 
each  for  himself  says  that  the  said  A  B  has  been  duly  elected  president, 
the  said  E  F,  secretary,  and  the  said  G  H,  treasurer,  of  the  Pacific 
Steamship  Company,  Limited,  the  corporation  organized  by  the  fore- 
going articles  of  incorporation ;  that  the  capital  stock  of  said  corpora- 
tion is  $100,000  divided  into  1,000  shares  of  the  par  value  of  $100 
each ;  that  the  following  named  persons  have  subscribed  for  the  num- 
ber of  shares  and  have  paid  in  amounts,  set  opposite  their  respective 
names,  to  wit : 

Names.  Residences.  No.  of  Shares.  Amount  paid. 


(Subscribed  and  sworn  to.) 
( If  the  corporation  is  to  take  over  any  existing  business  and  receive 
property  in  payment  of  the  capital  stock,  the  affidavit  of  the  president, 
secretary  and  treasurer  must  contain  a  full  description  of  the  property 
taken  in  payment  of  the  capital  stock,  a  detailed  valuation  of  each 
item,  together  with  a  copy  of  the  conveyance  to  be  made  by  the  owner 
or  owners  of  the  property  or  business  to  the  proposed  corporation.) 

e  §  1386  et  seq.  12  §  1495  et  seq. 

,0  §  1068.  a  §  1505  et  seq. 

11  §  1450  et  seq.  "  §  1555  et  seq. 

FORM  42. 

Articles  of  Incorporation — Idaho. 

Know  all  men  by  these  presents  that  wc,  the  undersigned,  at  least 
one  of  whom  is  a  bona  fide  resident  of  the  state  of  Idaho,  have  this 
day  voluntarily  associated  ourselves,  and  do  hereby  and  by  these  ar- 
ticles of  incorporation  unite  and  associate  ourselves  for  the  purpose  of 
forming  a  corporation  under  the  laws  of  the  said  state  of  Idaho : 


ARTICLES   AND   CERTIFICATES    GENERALLY. 


First:   The  name  of  this  corporation  shall  be -1 

Second:    The  period  of  the  existence  of  this  corporation  shall  be 
years  (not  exceeding  fifty  years).2 


Third:  The  principal  office  and  the  principal  business  of  said  cor- 
poration shall  be  transacted  at  the  city  of ,  county  of , 

in  the  state  of  Idaho.3 

Fourth :  The  purposes  for  which  this  corporation  is  formed,  are  as 
follows:    (Here  state  purposes.)4 

Fifth:  The  business  and  prudential  affairs  of  this  corporation  shall 
be  managed  by  a  board  of  five  directors.5  The  number  of  directors 
may  be  increased  by  a  majority  of  the  stockholders  of  this  corporation 
by  an  amendment  to  these  articles  of  incorporation  duly  adopted.6 
(The  number  of  directors  may  be  increased  not  to  exceed  fifteen,  and 
all  must  be  stockholders.) 

Sixth :  The  names  and  residences  of  the  persons  chosen  directors  to 
manage  the  business  and  prudential  affairs  of  said  corporation  for  the 
first  year  are  as  follows  :7 

Xames.  Residences. 


Seventh:    The  amount  of  the  capital  stock  of  this  corporation  is 
dollars,  divided  into shares  of  the  par  value  of  


dollars  each.8 

Eighth :  Of  the  said  capital  stock,  there  has  been  actually  subscribed 
dollars  by  the  following  named  persons,  with  the  amount  sub- 
scribed by  each  as  follows  :9 

Names.  Xumber  of  shares.  Par  value. 


In  witness  whereof,  we  have  hereunto  set  our  hands  this 

day  of ,191c).1  ° 

Signed  and  executed  in  the  presence  of 


( Acknowledgment.1 1 ) 

1  §  188.  '§§  194,  1080. 

2§  190.  "§§  193,  3403,  3407. 

3§  189.  "See  §§  175,  193,  205,  564,  3933. 

4  §§  40-43,  191.  10  §  198. 

5  §915.  u  §  199. 

6  §  926. 


58 


CORPORATION"    FORMS. 


FORM  43. 
Articles  of  Incorporation — Illinois. 

STOCK  CORPORATION. 

State  of  Illinois,  County  of ,  ss : 

To ,  secretary  of  state. 

"We,  the  undersigned,  ,  and  purpose  and  intend  to 

form  a  corporation  under  an  act  of  the  general  assembly  of  the  state  of 
Illinois,  entitled,  "An  Act  concerning  corporations,"  approved  April 
18,  1872,  and  all  acts  amendatory  thereof;  and  for  the  purpose  of  such 
organization  we  hereby  unite  in  and  execute  and  adopt  the  following 
articles  of  incorporation : 

1. 

2. 
are: 

3. 

4. 


The  name  of  this  corporation  is -1 

The  objects  and  purposes  for  which  this  corporation  is  formed 
(Here  state.)2 

The  capital  stock  of  this  corporation  shall  be dollars.3 

The  said  capital  stock  shall  be  divided  into shares  of  the 


dollars  each.4 


par  value  of  — 

5.  The  location  of  the  principal  office  and  the  place  of  business  of 
this  corporation  is  at  .  in  the  county  of  ,  state  of  Illi- 
nois.5 

6.  The   period   of    duration   of  this   corporation   shall  be   

years.8 

(Signed  and  acknowledged.7) 

(When  the  capital  stock  is  fully  subscribed,  the  commissioners  shall 
convene  a  meeting  of  the  subscribers  for  the  purpose  of  electing  di- 
rectors. Ten  days'  personal  notice  must  be  given  of  the  time  and  place 
of  meeting.8  On  complete  organization,  the  commissioners9  shall  make 
a  full  report  of  their  proceedings  including  a  copy  of  the  notice,  a  copy 
of  the  subscription  list,  a  statement  of  the  amount  of  capital  not  less 
than  one-half  actually  paid  in,  the  amount  of  capital  not  paid  in,  dis- 
position of  stock  subscribed,  and  not  paid.10  If  subscriptions  are  to  be 
paid  in  property  such  property  shall  be  appraised  by  the  commissioners 
and  they  shall  reporl  the  fair  cash  value.11) 


1  §  188. 

=  §§  40-43.  191. 

: ■  *§  193.  3403. 

*  §  3407. 

■  SS  IS!'.  490,  501  et  seq. 

"  S  190. 


7§§  198.  199. 

MS  805,  8(J7,  808,  817  et  seq. 

B§  534. 

30  See  SS  175,  10:1,.  564,  3933. 

11  §  3960. 


ARTICLES    AND    CERTIFICATES    GENERALLY.  59 

FORM  44. 

Articles  of  Incorporation — Illinois. 

non-stock  corporation. 

State  of  Illinois,  County  of ,  bs  : 

We,  the  undersigned, and  ,  propose  to  form  a  corpo- 
ration under  an  act  of  the  general  assembly  of  the  state  of  Illin"i-. 
entitled  "An  act  concerning  corporations,"  approved  April  18,  1872. 
and  all  acts  amendatory  thereof  and  supplemental  thereto;  and  for 
the  purpose  of  such  organization,  we  hereby  unite  in  and  execute  and 
adopt  the  following  articles  of  incorporation,  to  wit : 

1.  The  name  of  this  corporation  is . 

2.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are:    (Here  state  statutory  purpose.) 

3.  The  management  of  the  business  and  prudential  affairs  of  this 

corporation  shall  be  vested  in  a  board  of directors,  to  be  elected 

at  the  annual  meeting  of  the  stockholders  to  be  held  on  the  first  Satur- 
day of  January,  1911,  and  annually  thereafter. 

4.  The  names  of  the  directors  who  are  hereby  selected  to  control 
and  manage  the  business  and  prudential  affairs  of  said  corporation  for 
the  first  year  are  as  follows : 

Xames.  Residences. 


5.    The  location  of  this  corporation  is  in  the  city  of ,  county 

of ,  state  of  Illinois,  and  the  postoffice  address  of  its  business 

office  is  at  No.  St.,  in  said  city  of  . 

(Signed  and  acknowledged.) 

(See  notes  to  preceding  form.) 

FORM  45. 

Articles  of  Incorporation — Indiana. 

voluntary  associations  generally. 

We,  the  undersigned,  hereby  voluntarily  associate  ourselves  together 

by   the  following  written  articles   of  incorporation  and   association. 

signed  and  acknowledged  by  each  of  us,  as  a  corporation  under  the 

laws  of  the  state  of  Indiana,  upon  the  terms  and  conditions,  as  follows : 

Article  1.    Name. 
The  name  of  this  corporation  shall  be 1 


60  corporation  forms. 

Article  2.    Capital  Stock. 
The  amount  of  the  capital  stock  of  this  corporation  is dol- 
lars,2 divided  into  shares  of  the  par  value  of  dollars 

each3  (which  cannot  exceed  one  hundred  dollars). 

Article  3.    Object. 
The  objects  of  this  corporation  and  the  proposed  plan  of  doing 
business  are  as  follows:    (Here  set  out  any  particular  statutory  pur- 
pose ;  but  no  two  statutory  purposes  can  be  combined. )  * 

Article  4.    Names  and  Residences  of  Incorporators. 
The  names  and  places  of  residence  of  the  incorporators  are  as  fol- 
lows :5 

Xames.  Places  of  residence. 


Article  5.    Place  of  Business. 
The  principal  office  and  place  of  business  of  this  corporation  shall  be 
at  the  city  of in county,  state  of  Indiana.8 

Article  6.    Term  of  Existence. 

The  term  of  existence  of  this  corporation  shall  be  years. 

(Not  exceeding  fifty  years.)7 

Article  7.  Seal. 
The  seal  of  this  corporation  shall  be  as  follows:  A  round  metal  disk 
with  the  words  (the  corporate  name  and  place  of  business)  around 
the  outer  margin  thereof,  and  the  word  "seal"  across  the  center  so 
mounted  that  it  may  be  used  to  impress  these  words  in  raised  letters 
upon  paper.8 

Article  8.    Board  of  Directors. 
The  business  and  prudential  affairs  of  this  corporation  shall  be  man- 
aged and  controlled  by  a  board  of directors.9 

Article  9.    Election  of  Directors. 
The  board  of  directors  shall  be  elected  annually  by  the  stockholders 
at  their  annual  meeting  to  be  held  at  the  principal  office  and  plate 

of  business  of  the  corporation  on  the  first  Monday  of in  each 

year,  beginning  in  the  year  1911. 10  Each  stockholder  shall  be  allowed 
one  vote  in  the  election  of  each  director  for  each  share  of  stock  held 
by  him.11 

=  §§  193,  3403.  7§  190. 

3§  3407.  9§  192. 

4  §8  40-43,  191.  e  §§  915  et  seq.,  1066. 

■  §  175.  10  §§  805,  807,  808,  915,  1080. 

e  §§  189,  490,  501  et  seq.  u  §  855  et  seq. 


articles  and  certificates  generally.  61 

Article  10.    Board  of  Directors  for  First  Year. 

The  following  named  persons  shall  constitute  the  board  of  directors 
and  manage  the  business  and  prudential  affairs  of  this  corporation  for 
the  first  year,  to  wit :    ( Xame  them. ) '  2 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
day  of ,  1910.13 

Names.  Eesidences. 


(Duly  acknowledged.14) 

(The  subscription  list  is  usually  made  a  part  of  the  articles  of  incor- 
poration, and  it  must  show  names,  residences  and  amount  subscribed.) 

12  §§  194,  10S0.  unless    they    become    incapacitated, 
"§198.  resign  or  die.     State  v.  Anderson,  31 
»  §  199.  Ind.  App.  34,  67  N.  E.  207. 
The    statutory    right    of   a    stock-  The  fact  that  the  number  of  di- 
holder  to  vote  his  stock  cannot  be  rectors  is  fixed  by  the  articles  of  in- 
taken  from  him.    State  v.  Anderson,  corporation,    does   not    prevent    the 
31  Ind.  App.  34,  67  N.  E.  207.  stockholders     from      changing     the 
Incorporators  in  articles  of  incor-  number    by    by-law    after    the    first 
poration  cannot  provide  that  the  cor-  year.      Renn    v.    United    States    Ce- 
poration  shall  always  be  managed  by  ment  Co.,  36  Ind.  App.  149,  73  N.  E. 
certain  named  directors  and  officers,  269. 


FORM  46. 
Articles  of  Incorporation — Indiana. 

MANUFACTURING  AND  MIXING  COMPANIES. 

We,  the  undersigned  (three  or  more),  desiring  to  form  a  corpora- 
tion, hereby  associate  ourselves  together  and  hereby  make,  sign,  and 
acknowledge  the  following  certificate  in  writing,  to  wit : 

Art.  1.    The  name  of  this  corporation  shall  be . 

Art.  2.  The  objects  of  this  corporation  shall  be:  (Here  state  any 
one  of  the  statutory  purposes.) 

Art.  3.    The  amount  of  the  capital  stock  of  this  corporation  shall 

be dollars,  divided  into shares  each  of  the  par  value  of 

dollars. 

Art.  4.    The  term  of  existence  of  this  corporation  shall  be  

years  (not  exceeding  fifty). 


Art.  5.    The  number  of  directors  of  this  corporation  shall  be  five 
(or  any  other  number  agreed  upon,  which  must  be  staled). 


62 


CORPORATION    FORMS. 


Art.  6.  The  names  of  the  directors  who  are  selected  to  manage  the 
business  and  prudential  affairs  of  this  corporation  for.  the  first  year, 
are  as  follows:  (here  insert  names). 

Art.  7.    The  principal  office  and  place  where  the  business  of  this 

corporation  is  to  be  transacted  is  at  the  city  of  ,  county  of 

,  state  of  Indiana. 

We,  the  undersigned,  hereby  subscribe  for,  and  agree  to  take  and 
pay  for  the  number  of  shares  of  the  capital  stock  of  the  above  named 
corporation  set  opposite  our  respective  names. 


Xames. 


Eesidences. 
(City  and  County.) 


Number  of  shares. 


In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 

day  of .,  1910. 

(Signed  and  acknowledged.) 


The  fixing  of  the  number  of  the  di- 
rectors in  the  articles  of  incorpora- 
tion and  the  names  of  those  who 
shall  manage  the  affairs  of  the  com- 
pany for  the  first  year  does  not  limit 
the  right  of  stockholders  to  fix  by 
by-laws  a  different  number  of  di- 
rectors who  shall  act  for  the  corpo- 
ration after  the  first  year.  Renn  v. 
United  States  Cement  Co.,  36  Ind. 
App.  149,  73  N.  E.  269. 

The  Indiana  statute  provides  that 
manufacturing  and  mining  corpora- 
tions may  be  formed  to  carry  on  any 
of  the  following  named  purposes: 

(a)  Any  kind  of  manufacturing 
business;  or  to  buy  and  sell  mer- 
chandise of  a  kind  or  kinds  similar 
or  incident  to  merchandise  to  be 
manufactured  by  the  incorporated 
company  for  the  sale  of  such  mer- 
chandise when  manufactured. 

(b)  Any  kind  of  mining  business. 

(c)  Any  kind  of  chemical  busi- 
ness or  mechanical  business  or  me- 
chanical and  chemical  business. 

(d)  To  furnish  motive  power. 

(e)  To  supply  any  cities,  towns, 


villages,  communities,  places  of 
amusement  or  exhibition  or  any  two 
or  more  of  either  of  same  with 
water,  light,  heat  or  power. 

(f)  To  own,  construct,  operate 
and  maintain  stockyards  and  transit 
companies  and  conduct  and  transact 
the  business  incident  thereto. 

(g)  To  own,  construct,  maintain 
and  operate  grain  elevators  or  flour 
mills  or  both,  and  transact  business 
incident  thereto,  including  the  man- 
ufacture of  flour,  meal,  and  all  grain 
and  cereal  products,  and  the  buying 
and  selling  of  grain  and  cereals  of 
all  kinds  and  the  manufactured 
products  thereof. 

(h)  To  construct  railroads,  high- 
ways, streets,  buildings  or  other 
structures,  and  to  carry  on  a  general 
construction  business. 

(i)  To  buy,  sell  and  lease  lands 
and  buildings  and  other  structures 
thereon,  and  to  erect  dwelling  and 
other  buildings  and  structures  on 
lands  leased  or  purchased. 

(See  notes  to  preceding  form.) 


ARTICLES    AND    CERTIFICATES    GENERALLY.  ,,:- 

FORM    !".. 
Articles  of  Incorporation — Indiana. 

ARTICLES  OF   ASSOCIATION-   OF   FISHER   AUTOMOBILE   COMPANY. 

We,  the  undersigned,  hereby  associate  ourselves  together  pursuant 
to  the  laws  of  Indiana,  for  the  organization  of  incorporations  by  the 
following  written  articles: 

1.    Name. 
The  name  of  this  corporation  shall   be  "Fisher  Automobile  Com- 
pany."1 

2.    Capital  Stock. 

The  capital  stock  of  this  association  shall  be  ten  thousand  dollars,2 
divided  into  two  hundred  shares  of  fifty  dollars  each.3 

3.    Object. 

The  object  of  this  association  shall  he  to  buy  and  sell  automobile-, 
bicycles,  carriages  and  buggies,  and  carry  on  a  mercantile  business  in 
automobile?,  bicycles,  carriages  and  buggies,  and  in  automobile  and 
bicycle  sundries  and  repairs,  and  to  do  all  incident  or  necessary  to 
carry  on  and  maintain  said  business.4 

The  plan  of  said  business  shall  he  to  wholesale  and  retail  automo- 
hiles,  bicycles,  carriages,  buggies,  and  sundries,  as  aforesaid,  in  the 
state  of  Indiana,  and  such  other  states  and  territories  in  the  United 
States,  and  in  such  foreign  countries  as  the  board  of  directors  shall 
desire;  and  said  directors  may  also  establish  agencies  for  the  sale  of 
its  said  merchandise  in  such  states  and  territories  of  the  United  States 
and  foreign  countries  as  it  may  desire.0 

4.    Names  and  Residences  of  Members. 

The  following  named  persons,  with  their  residences,  are  the  namcr 
and  the  residences  of  the  incorporating  members:6 

Horace  L.  Hewitt,  Carl  G.  Fisher,  and  Merton  H.  Bentley,  all  of 
Indianapolis,  Indiana. 

5.    Place  of  Busini  3S. 

The  principal  place  of  business  of  this  association  is  Indianapolis 
Indiana,7   hut  said  business  may  be  carried  on  in  Indiana,  and   all 

i  §  188.  '  li  1135,  1137,  6626  et  seq. 

2§§  193,  3403".  6§  175. 

3  s  3407.  '  §§  189,  490,  501  et  seq. 

4  S§  40-43,  191. 


64  CORPORATION    FORMS. 

the  states  and  territories   of  the  United   States,   and   such  foreign 
countries  as  the  directors  may  deem  best.8 

6.    Term  of  Existence. 

This  association  shall  have  an  existence  of  fifty  years  from  the  date 
hereof.9 

7.    Seal. 

The  seal  of  this  corporation  shall  be  a  circular  disk  on  which  in  a 
circle  are  the  words,  "Fisher  Automobile  Company,"  and  across  the 
diameter  thereof  the  word  "Seal."10 

8.    Election  of  Directors  and  Officers. 

The  directors  of  this  association  shall  be  elected  by  the  stockholders 
of  this  association  at  its  annual  meeting  of  stockholders,11  and  the 
directors  so  elected  shall  hold  for  one  year,  or  until  their  successors  are 
elected  and  qualified.12  Such  directors  shall  manage  the  prudential 
and  business  affairs  of  said  association.13  Such  election  shall  take 
place  at  the  office  of  the  association,  and  shall  be  by  ballot,  and  each 
stockholder  shall  be  entitled  to  one  ballot  for  each  share  of  stock  held 
by  him.14 

Immediately  after  the  annual  election  of  stockholders,  at  which 
the  election  of  directors  shall  be  made,  the  directors  so  elected  shall 
proceed  in  directors'  meeting  to  elect  a  president,  vice-president,  and 
a  secretary  and  treasurer,  who  shall  serve  one  year,  and  until  their 
successors  are  elected  and  qualified.15 

9.    Directors  for  First  Year. 

The  number  of  directors  who  shall  manage  the  affairs  of  this  asso- 
ciation for  the  first  year  shall  be  Horace  L.  Hewitt,  Carl  G.  Fisher, 
and  Merton  H.  Bentley.16 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this, 
the  11th  day  of  December,  1901,  in  duplicate.17 

Horace  L.  Hewitt, 
Carl  G.  Fisher, 
Merton  H.  Bentley. 
State  of  Indiana.  Marion  County,  ss: 

Before  me,  a  notary  public,  in  and  for  said  county,  came  Horace  L. 
Hewitt,  Car!  G.  Fisher,  and  Merton  II.  Bentley ,t  and  each  signed  and 

1  §§  1134-1137,  6670  et  seq.  '   §  1175  et  seq. 

"  §  190.  M §  855  et  seq. 

i   §  192.  "  §  1068.     See  also,  §  1386  et  seq. 

"  §S  805,  807,  808,  915  et  seq.  ir  §§  194,  1080. 

12  §  1080  et  seq.  17  §  198. 


ARTICLES   AXD   CERTIFICATES   GENERALLY.  65 

acknowledged  the  foregoing  certificate  of  incorporation  to  be  his  free 
act  and  deed.18 

Witness  my  hand  and  notarial  seal  this,  the  11th  day  of  December, 
1901.  Charles  A.  Dyer, 

Xotary  Public. 

My  commission  expires  on  the  4th  day  of  February,  1902. 

18  §  199. 

FORM  48. 
Articles  of  Incorporation — Iowa. 

We,  the  undersigned,  for  the  purpose  of  transacting  the  business 
hereinafter  set  forth,  do  hereby  associate  ourselves  and  do  by  the  follow- 
ing written  articles  of  incorporation  unite  ourselves  into  a  body  cor- 
porate under  the  provisions  of  Chapter  1,  Title  9,  of  the  Code  of  Iowa, 
and  acts  amendatory  thereto ;  assuming  all  the  powers  and  obligations 
granted  bodies  corporate  under  said  chapter  and  title,  and  do  hereby 
adopt  the  following  articles  of  incorporation,  to  wit : 

Art.  1.    The  name  of  this  corporation  shall  be -1 

Art.  2.  .  The  principal  office  and  place  of  business  of  this  corporation 
shall  be  at  the  city  of ,  in  the  county  of ,  state  of  Iowa.2 

Art.  3.  The  object  of  this  corporation  or  business  to  be  transacted 
by  it  is :   (Here  state  fully  the  nature  of  the  business  to  be  transacted.) 3 

Art.  4.    The  amount  of  capital  stock  authorized  is dollars,4 

divided  into shares  of dollars  each.5   The  subscriptions 

to  said  capital  stock  shall  be  payable  as  follows:6  (Here  state  the  terms 
of  payment).  The  capital  stock  as  named  may  be  increased  by  a  vote 
of  a  majority  in  interest  of  all  the  stockholders  ;7  the  additional  shares 
of  stock  shall  be  offered  to  the  existing  stockholders  proportional  to 
their  holdings  at  not  less  than  the  par  value  thereof.8 

Art.  5.  This  corporation  shall  begin  business  on  the  day  of  the 
issuance  of  the  certificate  of  incorporation  by  the  secretary  of  the  state 

of  Iowa,  and  shall  terminate  at  the  expiration  of years  from 

said  date  unless  sooner  dissolved  by  a  majority  vote  of  the  stock- 
holders.9 

Art.  6.    The  business   and  prudential   affairs   of  this   corporation 

shall  be  managed  by  a  board  of  directors,10  who  shall  elect 

a  president,  vice-president,  secretary  and  treasurer,11  and  such  other 

1  §  188.  7  §  3620  et  seq. 

-  §§  189,  490,  501  et  seq.  8  §  3642  et  seq. 

3§§  40-43,  191.  9§  190.    See  §  205. 

*§§  193,  3403.  10§§  915,  1066. 

5  §3407.  "§1168. 
s  See  §  4930  et  seq. 

5— Thomp.  Corp.  VII. 


66  CORPORATION    FORMS. 

officers,  including  an  executive  committee,  as  it  may  see  fit,  or  as  may 
be  provided  for  by  the  by-laws  when  adopted.12 

Art.  7.  The  annual  meeting  for  the  election  of  directors  shall  be 
held  on  the  first  Tuesday  of  January  of  each  year  at  ten  o'clock  a.  m., 
of  said  day.13    Until  the  first  election,  which  shall  be  held  on  the 

day  of  ,  1911,  the  following  persons  shall  be 

directors  of  this  corporation.14 

Names.  Postoffice  addresses. 


And  the  following  shall  be  the  officers  of  this  corporation  for  the 
first  year.15  Postoffice  address. 

President,  .  

Vice-president, .  

Secretary, .  

Treasurer,  .  


Art.  8.  All  the  officers  of  this  corporation  shall  hold  office  for  the 
term  of years,  or  until  their  successors  are  elected  and  quali- 
fied.16 Every  director  shall  be  a  stockholder,  and  if  any  director  shall 
sell  and  assign  his  stock  he  shall  at  once  cease  to  be  a  director.17  The 
board  of  directors  may  fill  all  vacancies  created  in  its  membership 
between  annual  elections  by  the  appointment  of  qualified  persons  to 
hold  office  for  the  remainder  of  the  term.18  Special  meetings  of  the 
stockholders  may  be  called  at  any  time19  by  the  president  upon  giving 

days'  notice  in  person  or  in  writing  to  the  several  stockholders, 

and  such  meetings  shall  be  called  by  the  president20  at  any  time  upon 

request  of  stockholders  representing  shares  of  stock.    In  case 

the  president  neglects  or  refuses  to  call  a  meeting  at  the  request  of 

the  stockholders,  stockholders  owning  stock  to  the  amount  of 

shares  may  join  in  a  call  of  the  stockholders  at  a  special  meeting,  which 
meeting  shall  be  the  same  as  if  called  by  the  president.21  At  the 
meetings  of  the  stockholders  each  stockholder  shall  be  entitled  to  one 
vote  for  each  share22  of  stock  held  by  him,  and  he  may  vote  in  person 
or  by  written  proxy.23 

Art.  9.  The  highest  amount  of  indebtedness  to  which  this  corpora- 
tion is  at  any  time  to  subject  itself  therein  shall  not  exceed  two-thirds 
of  its  said  capital  stock.24 

-  §§  1207,  1386.  ,0  §§  811,  813,  832  et  seq. 

n  §§  805,  807,  808.  31  See  §  807  et  seq. 

4  §§  194,  1080.  '  See  §  809. 

'-  §  1386.  "  §  855  et  seq. 

«§  1402.  :3§§  875-885. 

'§916etseq.  :4  §  195. 

8  §  1083. 


ARTICLES    AXD    CERTIFICATES   GENERALLY.  67 

Art.  10.  The  private  property  of  the  owners  of  stock  in  this  cor- 
poration shall  be  exempt  from  corporate  liability  except  to  the  extent 
and  in  the  manner  provided  by  the  laws  of  the  state  of  Iowa.25 

Art.  11.  The  stockholders  may  make  and  alter  by-laws  for  the 
regulation  of  the  business  of  this  corporation  and  alter  them  at 
pleasure;26  and  they  may  authorize  the  board  of  directors  to  do  so, 
subject  to  such  restrictions  as  may  be  deemed  advisable.27 

Art.  12.  The  articles  of  incorporation  may  be  amended  at  any 
annual  meeting  of  the  stockholders,  or  at  a  special  meeting  of  the 
stockholders  called  for  that  purpose,  two-thirds  of  all  the  stockholders 
in  interest  voting  for  such  amendment.28 

In  witness  whereof,  we  have  hereto  set  our   hands  and  seal  this 

day  of  — : ,  1910.29 

(Signed  and  acknowledged.30) 

-'  §  4725.  »  §  202. 

'*  §  965.  »  g  198. 

21  §  969.  »  §  199. 


FORM  49. 
Articles  of  Incorporation — Kansas. 

APPLICATION  FOR   CHARTER. 

To  the  Charter  Board  of  the  State  of  Kansas : 

We,  the  undersigned  hereby  make  application  to  your  honorable 
body  constituting  the  attorney  general,  secretary  of  state,  and  state 
bank  commissioner,  and  ask  permission  to  organize  a  private  corpora- 
tion under  and  pursuant  to  the  laws  of  the  state  of  Kansas,  and  for 
such  purpose  make  the  following  statement,  to  wit: 

1.  The  name  of  the  proposed  corporation  shall  be  -. 

2.  The  name  of  the  postoffice  where  the  principal  office  and  place 

of  business  of  this  corporation  is  to  be  located  is ,  in  the  count) 

of ,  state  of  Kansas. 

3.  The  full  nature  and  character  of  the  business  in  which  the  said 
proposed  corporation  is  to  engage  is  . 

4.  The  names  and  addresses  of  the  proposed  incorporators  arc : 
Names.  Postoffice  addresses. 


5.    The  proposed  amount  of  the  capital  stock  of  said  proposed  cor- 
poration is  dollars. 

We  further  state  and  show  that  this  application  is  made  in  good 


68  CORPORATION'    FORMS. 

faith,  with  the  intention  that  said  corporation,  when  chartered,  shall 
engage  in  the  business  hereinbefore  specified  and  none  other. 

In  witness  whereof  we  have  hereunto  subscribed  our  names  this 
day  of ,  1910.  (Signed  and  acknowledged.) 

Charter:  (The  following  articles  of  incorporation  in  practice  are 
usually  signed,  acknowledged  and  filed  with  the  application.) 

"We,  the  undersigned,  citizens  of  the  state  of  Kansas,  do  hereby 
voluntarily  associate  ourselves  together  in  the  following  written 
articles  of  incorporation,  for  the  purpose  of  forming  a  private  corpora- 
tion under  the  laws  of  the  state  of  Kansas,  and  do  hereby  adopt  the 
following  as  the  charter,  to  wit : 

First.   The  name  of  this  corporation  shall  be  the  — ■ Company.1 

Second.  The  purposes  for  which  this  corporation  is  formed  are  to : 
(Here  state  the  nature  of  the  business  to  be  transacted.)2 

Third.    The  principal  office  and  place  where  the  business  of  this 

corporation  is  to  be  transacted  is  at  the  city  of  ,  county  of 

,  state  of  Kansas.3 

Fourth.    The  term  for  which  this  corporation  is  to  exist  is  

years.    (Not  to  exceed  fifty.)4 

Fifth.   The  number  of  directors  who  shall  manage  and  control  the 

business  and  prudential  affairs  of  this  corporation  shall  be  , 

and  the  names  and  residences  of  these  who  are  appointed  to  manage 
the  business  and  prudential  affairs  of  the  business  for  the  first  year 
are:5 

Names.  Residences. 


Sixth.  The  amount  of  the  capital  stock  of  this  corporation  is 

dollars,  divided  into shares  of dollars  each.6 

Seventh.  That  the  estimated  value  of  the  goods,  chattels,  lands, 
rights  and  credits  now  owned  by  this  corporation  is  dollars. 

Eighth.  The  names  and  residences  of  the  stockholders  of  this  cor- 
poration and  the  number  of  shares  subscribed  by  each  are  as  follows  :7 

Name-.  Residences.  No.  of  shares. 


In  witness  whereof  we  have  hereunto  subscribed  our  names  this 
day  of ,  1910. 8  (Signed  and  acknowledged.9) 


1  §  188. 

2  §§  40-43.  191.  •§§193,3403,3407. 
'  §'§  189,  490,  501  et  seq.  7  §  175. 

4§  190.  8§  198. 

5§§  194,  1080.  »§  199. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  69 

FORM  50. 

Articles  of  Incorporation — Kentucky. 

We,  the  undersigned  corporators,  have  signed  and  executed  the  fol- 
lowing articles  of  incorporation  for  the  purpose  of  forming  a  corpora- 
tion under  the  laws  of  the  state  of  Kentucky,  as  follows : 

1.  The  name  of  this  corporation  shall  be -1 

2.  The  place  of  the  principal  office  of  this  corporation  shall  be  at 
the  city  of ,  county  of ,  state  of  Kentucky.2 

3.  The  nature  of  the  business  and  the  purposes  for  which  this  cor- 
poration is  formed,  are  as  follows:    (Here  state.)3 

4.  The  amount  of  the  capital  stock  of  this  corporation  is  fixed  at 

dollars,  and  divided  into  shares  of  the  par  value  of 

dollars  each.4 

5.  The  names  and  places  of  residence  of  the  subscribers  and  stock- 
holders are  as  follows,  with  the  number  of  shares  subscribed  by  each 
set  opposite  his  name.5 

Names.  Residences.  No.  of  shares. 


6.    This  corporation  shall  begin  business  on  the  day  of 

,  and  its  existence  thereafter  shall  be  years  (or  per- 


petual.6) 

7.  The  business  and  prudential  affairs  of  this  corporation  shall  be 
conducted  by  a  board  of directors.7  The  following  named  di- 
rectors have  been  selected  to  manage  the  business  and  affairs  of  said 
corporation  until  their  successors  are  duly  elected  and  qualified,  to 
wit:8 

Names. 


The  directors  of  this  corporation  shall  be  elected  on  the  first  Satur- 
day of  July,  1910,  and  annually  thereafter  on  the  first  Saturday  of 
July,  which  election  shall  be  held  at  a  meeting  of  the  stockholders  at 

the  principal  office  of  said  corporation  at  in  the  county  of 

,  state  of  Kentucky.9 

8.  This  corporation  shall  not  at  any  time  incur  a  higher  amount 
of  indebtedness  or  liability  than dollars.10 

!§188.  «§190. 

2§§  189,  490,  501  et  seq.  7  See  §§  178,  179. 

3  §§  40-43,  191.  8§§  194,1080. 

4  §8  193.  3403,  3407.  9§  915  et  seq. 
5§"l75.  10§  195- 


70  CORPORATION    FORMS. 

9.  The  private  property  of  the  subscribers  and  stockholders  shall 
not  be  subject  to  the  debts  of  this  corporation.11 

(But  the  private  property  of  stockholders  may  be  liable  to  any  ex- 
tent that  may  be  stated.) 

In  witness  whereof,  we  have  hereunto  set  our  names  this day 

of ■ — ,  1910.  (Signed  and  acknowledged.) 

11  §  4725,  and  see  §  4S10  et  seq. 

FORM  51. 
Articles  of  Incorporation — Louisiana. 
State  of  Louisiana,  Parish  of . 


Be  it  known  that  on  this clay  of ,  A.  D.  1910,  before 

me,  A  B,  a  notary  public  in  and  for  the  parish  of  ,  state  of 

Louisiana,  duly  commissioned  and  qualified  and  in  the  presence  of  the 
witnesses  hereinafter  named  and  undersigned,  personally  appeared  the 
several  persons  hereto  subscribed,  all  of  lawful  age  and  residents  of  the 
state  of  Louisiana  (or  elsewhere)  who  severally  declared  that  availing 
themselves  of  the  provisions  of  the  laws  of  the  said  state  of  Louisiana 
in  such  case  made  and  provided,  they  have  agreed  to  and  do  hereby 
form  themselves  into  and  constitute  a  corporation,  and  do,  by  the  ar- 
ticles of  incorporation,  hereafter  set  out,  agree  and  bind  themselves. 
as  well  as  all  such  persons  as  may  hereafter  become  associated  with 
them,  to  form  and  constitute  a  corporation  for  the  objects  and  pur- 
poses and  under  the  stipulations  hereafter  set  forth  and  certify  as 
follows : 

Art.  1.    The  name  of  this  corporation  shall  be  ,  Limited,1 

and  by  that  name  it  shall  be  known  and  shall  enjoy  succession  for  the 
term  of  ninety-nine  years  from  and  after  the  date  hereof,  unless  sooner 
dissolved.2  As  such  corporation  it  shall  have  power  to  sue  and  be  sued, 
to  enter  into  any  contract  to  borrow  money,  purchase,  hold,  lease,  sell 
and  otherwise  convey  real  and  personal  property;  to  make  and  use  a 
corporate  seal ;  to  name  and  select  directors,  managers  and  agents  and 
to  enact  by-laws  and  to  establish  rules  and  regulations  for  the  man- 
agement of  the  business  and  affairs  of  said  corporation,  as  may  be 
necessary;  and  to  execute  and  issue  bonds  and  other  evidences  of  debt, 
and  to  secure  the  same  by  mortgage  or  otherwise.3 

Art.  2.    The  domicil  of  this  corporation  shall  be  in  the  parish  of 

• ■ — ,  in  the  state  of  Louisiana,  and  all  legal  process  shall  be  served 

on  the  president,  or  in  his  absence,  on  the  vice-president.4 

Art.   3.    The    object   and    purposes  for   which    this    corporation    is 

'§  188.  8§§  2104,  2107. 

s  §  190.  4  S§  189,  490.  501  et  seq. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  71 

formed,  and  the  nature  of  the  business  to  be  carried  on  by  it,  are  as 
follows:5    (Here  state.) 

Art.  4.    The   amount  of  the  capital  stock  of  this   corporation   is 

hereby  fixed  at  the  sum  of dollars,  divided  into shares 

of  the  par  value  of  dollars  each.    (Here  make  provision  for 

preferred  and  common  stock  if  desired,  and  provide  for  the  method 
of  payment  of  both  common  and  preferred  stock.6) 

Art.  5.    The  management  of  the  business  and  prudential  affairs  of 

this  corporation  shall  be  vested  in  and  exercised  by  a  board  of 

directors,7  all  of  whom  are  stockholders,  to  be  elected  at  the  annual 
meeting  of  the  stockholders  on  the  first  Monday  of  each  year,  begin- 
ning with  the  year  1911.  Said  election  shall  be  held  upon  ten  days' 
notice  duly  mailed  to  each  stockholder,  at  his  last  known  place  of  resi- 
dence. The  election  of  directors  shall  be  by  ballot  and  each  stockholder 
shall  be  entitled  to  one  vote  for  each  share  of  stock  owned  by  him,  and 
a  majority  of  all  votes  cast  shall  be  necessary  to  an  election.8  Any 
vacancy  occurring  in  the  board  of  directors  shall  be  filled  by  the  re- 
maining members  of  the  board.9  Immediately  following  the  adjourn- 
ment of  the  first  annual  election,  the  board  of  directors  shall  hold  a 
meeting  and  organize  by  electing  a  president,  vice-president,  secretary 
and  treasurer ;  and  all  such  officers  shall  hold  their  office  for  one  year 
and  until  their  successors  are  elected.10 

Art.  6.  The  board  of  directors  to  manage  the  business  and  pru- 
dential affairs  of  this  corporation  for  the  first  year,  are  as  follows: 

(Naming  them.)    They  shall  hold  their  office  until  the  day 

of ,  1911,  or  until  their  successors  are  elected.11 

Art.  7.  These  articles  of  incorporation  may  be  modified,  changed, 
or  amended,  or  this  corporation  may  be  dissolved,  upon  a  vote  of  three- 
fourths  of  the  capital  stock  represented  at  a  general  meeting  held  for 
that  purpose  after  thirty  days'  previous  notice  shall  have  been  given 

in  two  or  more  newspapers  published  in  the  said  city  of  ,  and 

the  city  of ,  in  the  state  of  Louisiana.12 

Art.  8.  On  the  dissolution  of  this  corporation  by  any  method  known 
to  the  law,  its  affairs  shall  be  liquidated  by  three  commissioners  (who 
may  be  stockholders)  elected  by  the  stockholders  at  a  meeting  called 
for  that  purpose  after  thirty  days'  previous  notice  shall  have  been 
given  by  advertising  in  two  or  more  newspapers  published  both  in 

the  city  of and  the  city  of ;  a  majority  in  amount  of 

the  capital  stock  of  said  corporation  shall  be  required  to  elect,  each 

5  §§  40-43,  191.  9  §  1083. 

°§§  193,  3403,  3407.  10  §  1068. 

7  §§  915,  1066.  M  §§  194,  1080. 

s  §§  915  et  seq.,  1066.  12  §  202. 


72  CORPORATION"    FORMS. 

share  being  entitled  to  one  vote  in  person  or  by  proxy.  The  commis- 
sioners so  selected,  shall  remain  in  office  until  the  affairs  of  said  cor- 
poration shall  have  been  fully  settled  and  liquidated;  and  in  case  of 
death  of  one  or  more  of  said  commissioners,  the  vacancy  shall  be  filled 
by  the  election  of  the  surviving  commissioners.13 

Art.  9.  Xo  stockholder  shall  ever  be  held  liable  or  responsible  for 
the  contracts,  faults  or  defaults  of  this  corporation  in  any  manner  or 
in  any  further  sum  than  the  unpaid  balance  due  on  the  shares  of 
stock  owned  by  him;  and  mere  informalities  in  the  organization  of 
this  corporation  shall  not  render  this  charter  void,  nor  shall  it  expose 
any  stockholder  to  any  liability  beyond  the  amount  due  on  his  stock.14 

Art.  10.  This  corporation  shall  have  power  and  authority  to  have 
and  enjoy  succession  by  its  corporate  name  for  the  period  of  fifty 
years  (cannot  exceed  ninety-nine)  ;15  and  this  corporation  shall  com- 
mence its  business  operations  as  soon  as shares  of  its  capital 

stock  of  each  issue  shall  have  been  subscribed  for.16 

Art.  11.    The  board  of  directors  shall  have  power  to  establish  stock 

transfer  agencies  in  the  city  of  ,  and  in  the  city  of  

under  such  reasonable  regulations  as  the  board  of  directors  may  pre- 
scribe.17 

This  done  and  passed  in  my  office  in  the  said  city  of in  the 

presence  of ,  and ,  witnesses,  of  lawful  age,  residing  in 

,  do  hereunto  sign  their  names  together  with  said  appearers 

and  me,  notary,  on  the  day  and  date  aforesaid. 


Witnesses. 


(Incorporators.) 


Notary  Public. 


13  §§  6603-6610.  16  §  205. 

14  §§  4725,  4730  et  seq.  17  §  4334. 

15  §  190. 


FORM  52. 
Articles  of  Incorporation — Maine. 

I   lUTIFICATE  OF  ORGANIZATION  OF  THE  — -. COMPANY. 

The  undersigned  officers  of  a  corporation  organized  at  the  city  of 
Portland,  in  the  state  of  Maine,  at  a  meeting  of  all  persons  who  signed 
and  acknowledged  the  articles  of  agreement  therefor,  duly  called  and 


ARTICLES    AND    CERTIFICATES    GENERALLY.  73 

held  at  the  office  of  A  and  B  in  said  state,  on  Saturday,  the  1st  day 
of  January,  A.  D.  1910,  hereby  make  the  following  certificate  and 
hereby  certify  as  to  the  said  incorporation  as  follows : 

1.  The  name  of  said  corporation  is -1 

2.  The  purposes  of  said  corporation  are:  (Set  forth  and  in  detail 
the  particular  purposes  of  the  corporation.2) 

3.  The  amount  of  capital  stock  of  said  corporation  is  dol- 
lars.3 

4.  The   amount  of  common   stock  of  said  corporation   is  

dollars.4 

5.  The  amount  of  preferred  stock  in  said  corporation  is  

dollars  (or  is  nothing).5 

6.  The  par  value  of  each  -hare  of  said  capital  stock  is dol- 
lars.6 

7.  The  amount  of  capital  stock  already  paid  in  is  dollars 

(or  is  nothing).7 

8.  Said  corporation  is  located  at in  the  county  of  — 

in  the  said  state  of  Maine.8 

9.  The  names  and  residences  of  the  owners  of  stock  subscribed  and 
the  signers  of  the  articles  of  agreement  for  incorporation  are  as  fol- 
lows :9 

Xame.                                      Eesidence.                     No.  of  shares. 
A  B                                    Portland,  Me.  2 

C  D                                    Portland,  Me.  3 

E  F                                    Augusta,   Me.  -4 

6  H                                     Xew   York  1 

Number  of  shares  of  stock  subscribed 990 


Total  number  of  shares  of  stock 1000 

10.  The  number  of  directors  of  said  corporation  is  three  and  their 
names  are  A  B,  C  D,  and  E  F.10 

11.  The  name  of  the  clerk  of  the  corporation  is  L.  X.  and  his 
residence  and  postoffice  address  is  Portland,  Maine. 

12.  The  undersigned  A  B  is  president;  the  undersigned  C  D  is 
treasurer;  and  the  undersigned  A  B,  C  D,  and  E  F  are  a  majority 
of  the  directors  of  said  corporation. 

i  s  188  '  See  §  3407. 

-  h   40-43  191  7See  §§  178,  179,  205,  564,  3933. 

3  §§  193,  3403.  8  §§  189,  490,  501  et  seq. 

4  s  3426  9  §  175. 

»  §§  3427,  3586  et  seq.  10  §§  178,  179,  194,  1080. 


74  CORPORATION    FORMS. 


In  witness  we  have  hereto  set  our  hands  this day  of 

A  B,  President, 

C  D,  Treasurer, 

E  F, 

GH, 

LM, 

( Subscribed  and  sworn  to. )  Directors. 


FORM  53. 
Articles  of  Incorporation — Maine. 

ARTICLES  OF  AGREEMENT  OF  THE  COMPANY. 

Pursuant  to  Chapter  47  of  the  revised  statutes  of  the  state  of 
Maine,  and  of  acts  amendatory  thereof  or  additional  thereto,  we,  the 
undersigned,  in  behalf  of  ourselves,  our  associates,  successors,  and 
assigns,  do  hereby  associate  ourselves  together  for  the  purpose  of 
forming  a  corporation  under  the  laws  of  the  state  of  Maine  to  bo 

called  Company,  for  the  purpose  of  promoting  and  carrying 

on  the  following  lawful  business,  to  wit:  (Here  insert  generally  the 
business  proposed  to  be  transacted.) 

It  is  mutually  agreed  and  understood  that  the  said  corporation  when 

organized  shall  be  located  at  the  city  of  ,  in  the  county  of 

,  state  of  Maine,  and  shall  have  its  principal  office  and  place 

of  business  in  the  said  city  of in  said  state. 

And  we,  the  undersigned,  hereby  waive  notice  of  the  time,  place 
and  purpose  of  the  first  meeting  of  the  undersigned  associates  and  we 

do  hereby  agree  and  fix  the day  of at o'clock 

a.  m.,  of  said  day,  as  the  time,  and  the  office  of  A  and  B  in  said  city 
of  Portland,  as  the  place  of  said  meeting,  and  we  further  hereby  con- 
sent to  the  transaction  of  such  business  as  may  come  before  said  meet- 
ing or  any  legal  adjournment  thereof. 

In  witness  whereof,  we  have  hereunto  set  our  bands  at  said  city  of 
Portland  in  said  state  of  Maine,  this  1st  day  of  January,  1910. 

Names.  Residences. 


(See  note  to  preceding  form.) 


AETICLES   AND   CERTIFICATES   GENERALLY.  75 

FORM  54. 
Articles  of  Incorporation — Maine. 

ARTICLES  OF  AGREEMENT  OF  THE  KNOX  DRUG  COMPANY. 

We,  the  undersigned  hereby  associate  ourselves  together  for  the 
purpose  of  forming  a  corporation  under  the  laws  of  Maine. 

First :  The  name  of  the  said  corporation  shall  be  the  "Knox  Drug 
Company."1 

Second :    The  purposes  for  which  it  is  to  be  formed  are  :2 

(1)  To  acquire  and  take  over  from  the  Knox  Drug  Corporation, 
a  corporation  under  the  laws  of  Xew  Jersey,  but  having  its  factory 
and  principal  place  of  business  in  the  city  of  Xew  York,  recipes  and 
formula  for  and  information  as  to  the  processes  of  manufacturing 
and  preparing  and  the  right  to  prepare,  manufacture  and  deal  in  the 
proprietary  articles  and  medicines  owned  by  the  said  Xew  Jersey 
corporation,  together  with  the  trade  names,  trade  marks  and  patented 
preparations  owned  by  said  corporation,  and  all  its  plant,  factory  and 
offices  held  under  lease  in  the  said  city  of  Xew  York,  and  all  the 
apparatus  and  appliances  and  materials  therein  contained.3 

(2)  To  buy,  sell,  refine,  prepare,  manufacture,  manipulate,  import, 
export  and  deal  in  and  with  all  substances,  materials,  apparatus  and 
things  capable  of  being  used  in  connection  with  the  preparation  and 
manufacture  of  the  articles  and  remedies  which  this  company  may 
become  entitled  to  prepare  and  manufacture,  and  to  construct,  main-  ■ 
tain  and  alter  any  plant,  buildings  or  factories  and  laboratories,  suit- 
able or  convenient  for  the  purposes  of  the  company. 

(3)  To  carry  on  a  business  of  chemists,  druggists,  chemical  manu- 
facturers, importers,  exporters  and  dealers  in  chemical,  pharmaceuti- 
cal, medicinal  and  other  preparations  and  chemicals.4 

Third:  Said  corporation  shall  be  located  and  shall  have  its  prin- 
cipal office  at  Portland,  in  the  county  of  Cumberland,  in  the  state  of 
Maine.5 

Fourth :  We  do  hereby  waive  all  statutory  requirements  as  to  notice 
of  the  first  meeting  for  organization,  and  hereby  call  such  first  meeting 
for  the  6th  day  of  March,  1908,  at  3  :00  o'clock  p.  m.,  at  the  office  of 
Thompson  &  White,  in  Portland,  Maine,  and  we  hereby  consent  to  the 
transaction  of  all  such  business  as  may  come  before  said  meeting,  or 
at  any  adjournment  thereof.6 

Dated  this  27th  dav  of  February,  1908. 


*§  188.  4  §  41. 

=  §§  40-43,  191.  '-  §§  189,  490,  501  et  seq. 

*§§  3953-3955,  3960.  •  §§  805,  807,  824. 


76  CORPORATION    FORMS. 

FOEM  55. 
Articles  of  Incorporation — Maryland. 

ARTICLES  OF  INCORPORATION  OF COMPANY,  OF  THE 

CITY  OF  . 

State  of  Maryland,  County  of ,  ss : 

Know  all  men  by  these  presents,  that  we,  the  undersigned,  do  hereby 
associate  ourselves  and  do  hereby  form  ourselves  into  a  corporation 
under  the  provisions  of  the  laws  of  the  state  of  Maryland,  as  follows: 

First :  Our  names  in  full  and  respective  places  of  our  residence 
are  as  follows:1 

Names.  Eesidences. 


Second:  That  the  name  of  this  corporation,  shall  be  —  — ,  of 
the  city  of ,  of  the  county  of .- 

Third:    The   principal    office   and   place   where   the  business    and 

operations  of  this  corporation  shall  be  carried  on  is  at ,  county 

of ,  in  the  state  of  Maryland.3 

Fourth :  The  amount  of  the  capital  stock  of  this  corporation  shall 
be dollars.4 

Fifth :    The  said  capital  stock  shall  be  divided  into  shares 

of  the  par  value  of dollars  each.5    ( Provision  may  be  here  made 

for  preferred  stock  if  desired.)0 

Sixth:  The  period  of  existence  of  this  corporation  shall  be  twenty- 
five  years  (cannot  exceed  forty).7 

Seventh :  The  objects  and  purposes  for  which  this  incorporation  is 
sought  are  as  follows:    (Here  state.)8 

Eighth:  The  articles,  conditions  and  provisions  under  which  this 
incorporation  is  formed  are  as  follows:  (Here  set  out.)  And  the  fol- 
lowing provisions  are  hereby  made  and  adopted  for  the  regulation 
of  the  internal  affairs  of  this  corporation9  (here  state  fully). 

Ninth :  The  number  of  directors  to  manage  and  control  the  busi- 
ness and  prudential  affairs  of  this  corporation  shall  be .10 

Tenth :  The  names  of  the  directors  selected  to  manage  and  control 
the  business  and  prudential  affairs  of  this  corporation  for  the  first  year 
are11  (here  set  out). 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
day  of ,  1910. 12  (Signed  and  acknowledged.13) 

J§  175.  8§§  40-43,  191. 

"§188.  »  See  §§  1179,  1180,  2107. 

3§§  189,  490,  501  et  seq.  10§§  915,  1066. 

4  S§  193,  3403.  u  §§  194,  1080. 

r'  §  3407.  12  §  198. 

0  §§  3427,  3586  et  seq.,  5345.         "  §  199. 

7§  190. 


ARTICLES   AND   CERTIFICATES    GENERALLY. 


77 


FOEM  56. 
Articles  of  Incorporation — Massachusetts. 

AGREEMENT   OF  ASSOCIATION. 

This  agreement  of  association,  witnesseth,  that  we,  the  undersigned, 
do  hereby  associate  ourselves  together  with  the  intention  and  for  the 
purpose  of  forming  a  corporation  under  and  pursuant  to  the  laws  of 
the  state  of  Massachusetts,  and  have  agreed  as  follows : 

(a)  The  name  of  the  proposed  corporation  shall  be — -1 

(b)  The  location  of  the  principal  office  of  the  corporation  shall  be 

at  the  city  of ,  in  the  county  of ,  in  the  commonwealth 

of  Massachusetts.2  (If  organized  to  do  business  held  outside  of  the 
commonwealth  then  state  place.)3 

(c)  The  purpose  for  which  the  corporation  is  proposed  to  be 
formed  and  the  nature  of  the  business  proposed  to  be  transacted  by  it 
are  as  follows :    (Here  state.)4 

(d)  The  total  amount  of  the  capital  stock  of  the  proposed  corpora- 
tion shall  be dollars5   (not  less  than  $1000.00). 

(e)  The  said  capital  stock  shall  be  divided  into number  of 

shares  of  the  par  value  of dollars  each.0 

(f)  (Eestrictions  may  here  be  made  upon  the  transfer  of  stock;7 
and  also  for  preferred  and  common  stock.)8 

(g)  (State  fully  any  provisions  not  inconsistent  with  the  law  of 
the  commonwealth  for  the  conduct  and  regulation  of  the  business  of 
the  corporation,9  for  its  voluntary  dissolution,10  or  for  limiting,  de- 
fining, or  otherwise  regulating  the  powers  of  the  corporation,  its 
directors  or  stockholders,  or  any  class  of  stockholders.)11 

(h)    The  first  meeting  shall  be  called  by  and  ,  of 

,  by  seven  days'  notice  in  writing  to  each  of  the  subscribers 

hereto.12  (This  notice  may  be  waived  by  inserting  the  following :  We 
hereby  waive  all  requirements  of  the  statutes  of  the  commonwealth 
of  Massachusetts  for  notice  of  the  first  meeting  of  the  subscribers 

hereto  for  reorganization,  we  now  appoint  the day  of , 

1910,  at  10  o'clock  a.  m.,  at  the  office  of ,  in  the  city  of  ■ , 

in  said  commonwealth,  as  the  time  and  place  of  holding  the  first 
meeting.13 


1  §  188. 

-  §§  189,  490,  501  et  seq. 

3§§  1134-1137. 

*  §§  40-43,  191. 

B§§  193,  340S. 

6  §  3407. 

7  §  4334. 


8§§  3427,  3586,  3590-3593,  and  see 
§  5345. 

9  See  §§  173,  1179,  1180,  2107. 

10  §§  6478,  6500,  6603. 

11  §§  1179,  1180,  1184,  2107. 

12  §§  805,  807,  808. 

13  §  824. 


78  CORPORATION    FORMS. 

(i)    The  names  and  residences  of  the  incorporators  together  with 
the  amount  of  stock  subscribed  for  by  each  are  as  follows:1* 

Amount  of  stock. 
Name.  Residence.  Preferred.  Common. 


In  witness  whereof,  we  have  hereto  set  our  hands  this day 

of  ,  1910.15 

(Signed  and  acknowledged.16) 

»§  175.  30§  199. 

'■  §  198. 


FORM  57. 
Articles  of  Organization — Massachusetts. 

We,  the  undersigned  ,  being  the  directors  (or 

a  majority  of  the  directors)  of  the  Company,  elected  at  the 

first  meeting  in  compliance  with  the  requirements  of  Section  11  of 
Chapter  437  of  the  Acts  of  1903,  do  hereby  certify  that  the  following  is 
a  true  copy  of  the  agreement  of  association  to  form  said  corporation 
with  the  names  of  subscribers  thereto.  (Here  copy  in  full  and  verbatim 
the  above  agreement  of  association.) 

That  the  first  meeting  of  the  subscribers  to  said  agreement  was  held 
on  the day  of ,  A.  D.  1910,  as  provided  in  said  agree- 
ment of  association  (or  pursuant  to  the  notice  given). 

We  further  hereby  certify  that  the  amount  of  the  capital  stock  now 

to  be  issued  is shares  of  preferred  stock,  and shares  of 

common  stock,  to  be  paid  for  as  follows:  (here  state  fully  the  method 
of  payment  of  the  two  classes.  If  to  be  paid  in  property,  services,  or 
expenses  state  clearly  the  nature  and  value  of  such  property,  services, 
and  expenses  and  the  amount  of  stock  to  be  issued). 

We  further  certify  that  the  names,  residences  and  postoffice  ad- 
dresses of  each  of  the  officers  this  day  elected  are : 

Name  of  office.  Name.  Residence.         Postoffice  address. 

President,  .  

Treasurer,  .  

Clerk,  . 

Directors,  .  


ARTICLES    AND   CERTIFICATES   GENERALLY.  «         79 


In  witness  whereof,  we  have  hereunto  set  our  names  this  - 
day  of  . ,  A.  D.  1910.  (Subscribed  and  sworn  to.) 

(The  articles  of  organization  and  the  record  of  the  first  meeting 
must  be  submitted  to  the  commissioner  of  corporations  for  his  ap- 
proval, and  the  articles  then  filed  in  the  office  of  the  secretary  of  the 
commonwealth. ) 

FORM  58. 
Articles  of  Incorporation— Michigan. 

MERCANTILE    AND-  MANUFACTURING    CORPORATIONS. 

We,  the  subscribers,  desiring  to  associate  ourselves  as  a  corporation 
and  to  become  incorporated  under  the  provisions  of  Act  No.  232  of 
the  Public  Acts  of  1903,  entitled  "An  Act  to  refuse  and  consolidate 
the  laws  providing  for  the  incorporation  of  manufacturing  and  mer- 
cantile companies  or  any  union  of  the  two,  and  for  the  incorporation 
of  companies  for  carrying  on  any  other  lawful  business,  except  such 
as  are  precluded  from  organization  under  this  act  by  its  express  pro- 
visions and  to  prescribe  the  powers  and  to  fix  the  duties  and  liabilities 
of  such  corporations,"  and  the  acts  amendatory  thereof  and  supple- 
mentary thereto,  do  hereby  make,  execute,  and  adopt  the  following 
articles  of  association  and  incorporation,  to  wit : 

Article  1. 
The  name  assumed  by  this  association  and  by  which  it  shall  be 

known  in  law  is -1 

Article  2. 
The  purpose  or  purposes  and  the  nature  of  the  business  of  this  cor- 
poration are :    ( Here  state  fully. ) 2 

Article  3. 
The  principal  office  and  place  at  which  the  operations  and  the  busi- 
ness of  this  corporation  are  to  be  conducted  is  at ,  in  the  county 

of ,  state  of  Michigan.3 

Article  4. 
The  capital  stock  of  this  corporation  is  the  sum  of dollars." 

,  5  18g  3  §§  189,  490.  501  et  seq. 

-§§  40-43,  191.  4§§  193,  3403. 


80  corporation-  forms. 

Article  5. 

The  said  capital  stock  is  divided  into  number  of  share?,  of 

the  par  value  of  dollars  each.5 

Article  6. 
The  amount  of  such  capital  stock  subscribed  is  the  sum  of  


dollars.8 

Article  7. 
The  amount  of  said  capital  stock  actually  paid  in  at  the  date  hereof 

is  the  sum  of dollars,7  of  which  sum dollars  has  been 

paid  in  cash,  and dollars  has  been  paid  in  property,  which  said 

property  with  the  valuation  thereof  is  described  as  follows,  to  wit:s 
(Here  insert  such  an  itemized  description  of  the  property  as  will 
describe  and  identify  it.  Kadi  separate  article  need  not  be  named  and 
described;  but  such  a  general  description  nmsl  be  used  as  will  clearly 
distinguish  the  real  estate,  stock  of  goods,  patent  rights,  or  whatever 
may  be  taken  in  payment  of  the  stock  subscriptions,  and  it  may  save 
time  and  trouble  to  the  department  of  corporations  as  well  as  to  the 
organizers  if  a  complete  inventory  with  the  appraised  value  of  all 
the  property  is  submitted  to  the  department  with  the  articles  of  incor- 
poration). (Fifty  per  cent  of  the  capital  stock  must  be  subscribed  in 
the  article,  and  ten  per  cent  must  be  paid. ) 

Article  8. 
The  office  in  the  state  of  Michigan  for  the  transaction  of  the  busi- 
ness of  said  corporation  shall  be  kept  at >." 

Article  9. 

The  term  of  existence  of  this  corporation  is  fixed  at years 

from  the  date  hereof.10 

Article  10. 
The  names  of  the  stockholders  together  with  their  respective  resi- 
dences and  the  number  of  shares  of  stock  subscribed  for  by  each  are 
as  follows:11 

Xames.  Residences.  No.  of  shares. 


'•  §  3407.  9  §§  189,  1135.     See  §  1137. 

6  See  §§  175,  193,  205,  564,  3933.  10  §  190. 

7  §§  179,  193,  564,  3902  et  seq.  n  §  175. 

8  §  3960  et  seq. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  81 

In  witness  whereof,  and  for  the  purpose  of  giving  legal  effect  to 

these  articles,  we  have  hereunto  signed  our  names  this day  of 

,  A.  D.  1910.12 

(Signed  and  acknowledged.13) 

12  §  198.  13  §  199. 


FORM  59. 
Articles  of  Incorporation — Michigan. 

CORPORATIONS   NOT    FOR   PROFIT. 

We,  the  undersigned,  being  of  full  age,  and  desiring  to  become 
incorporators  under  the  provisions  of  Act  No.  171  of  the  Public  Acts 
of  Michigan  for  1903,  entitled  "An  Act  for  the  incorporation  of 
associations  not  for  pecuniary  profit,"  we  hereby  make,  execute  and 
adopt  the  following  articles  of  association,  to  wit : 

Article  1. 
The  name  or  title  by  which  said  corporation  is  to  be  known  in  law 

is  . 

Article  2. 

The  purpose  or  purposes  for  which  this  corporation  is  formed  are 
as  follows :    (Here  state.) 

Article  3. 

The  principal  office  or  place  of  business  of  this  corporation  shall 
be  at ,  in  the  county  of  — ■ ,  state  of  Michigan. 

Article  4. 

The  term  of  existence  of  this  proposed  corporation  is  fixed  at 

years  from  the  date  of  these  articles. 


Article  5. 
The  number  of  trustees  or  directors  of  this  proposed  corporation 

shall  be  . 

Article  6. 

The  names  of  the  trustees  or  directors  selected  for  the  first  year 
of  the  existence  of  this  corporation  are  as  follows:    (Here  state.) 

Article  7. 
The  qualifications  required  of  officers  and  members  are  as  follows: 
(Here  set  out  qualifications  as  agreed  upon.) 
6— Thomp.  Corp.  VII. 


82  CORPORATION   FORMS. 

In  witness  whereof,  etc.        (Signed,  acknowledged  and  sworn  to.) 
(See  notes  to  preceding  form.) 


FOEM  60. 
Articles  of  Incorporation — Michigan. 

ECCLESIASTICAL   BODIES. 

We,  the  undersigned,  being  of  full  age  and  desiring  to  become  incor- 
porated under  the  provisions  of  Act  No.  209  of  the  Public  Acts  of 
Michigan  for  1897,  entitled  "An  Act  to  revise,  amend,  and  consolidate 
the  laws  for  the  incorporation  of  ecclesiastical  bodies,"  do  hereby  make, 
execute,  and  adopt  the  following  articles: 

Article  1. 
The  name  by  which  said  corporation  is  to  be  known  in  law  is . 

Article  2. 
The  purpose  or  purposes  for  which  this  corporation  is  formed  are 
as  follows:    (Here  state.) 

Article  3. 

The  term  of  existence  of  this  proposed  corporation  is  fixed  at 

years  from  the  date  of  these  articles. 


Article  4. 
The  names  of  the  persons  associated  in  the  first  instance,  and  their 
respective  residences  are  as  follows: 

Names.  Residences. 


In  witness  whereof,  etc.  (Signed  and  acknowledged.) 

(See  notes  to  preceding  form.) 


FORM  61. 

Articles  of  Incorporation — Minnesota. 

We,  the  undersigned,  desiring  to  associate  ourselves  and  to  form  a 
body  corporate  under  and  pursuant  to  the  provisions  of  Chapter  58, 


ARTICLES   AND    CERTIFICATES   GENERALLY.  83 

revised  laws  of  Minnesota  for  1905  and  any  amendments  thereof  do 
hereby  execute  and  adopt  the  following  certificate  of  incorporation : 

1.  The  name  of  this  corporation  shall  be -1 

2.  The  general  nature  of  its  business  shall  be  (here  state).2 

3.  The  principal  office  or  place  of  transacting  the  business  of  this 
corporation  shall  be  at  the  city  of ,  county  of  ,  state  of 

Minnesota.3 

4  The  time  for  the  commencement  of  the  existence  of  this  corpo- 
ration shall  be day  of ,  A.  D.  1910,  and  the  period  of 

its  duration  shall  be years.4 

5.    The  names  and  place  of  residences  of  the  persons  forming  this 

corporation  are 


6.  The  management  of  this  corporation  shall  be  vested  in  a  board 

of  directors  composed  of  not  less  than  and  not  more  than 

u members.6 

7.  The  names  and  addresses  of  the  board  of  directors  of  this  cor- 
poration are  as  follows  :7 

Names.  Residences. 


The  first  officers  of  this  corporation  shall  be  president,  ; 

vice-president, ;  secretary,  ;  treasurer, .8 

All  the  above  named  officers  and  directors  shall  hold  their  respective 
offices  aforesaid,  until  the  next  annual  meeting  of  the  corporation  to 
be  held  on  the  first  Saturday  of  January,  1911,9  at  which  time  and 
annually  thereafter  a  board  of  directors,  all  of  whom  shall  be  stock- 
holders, shall  be  elected  at  such  annual  meeting  of  the  stockholders.10 
The  annual  meeting  shall  be  held  at  the  general  office  and  the  prin- 
cipal place  of  business  of  this  corporation  on  the  said  first  Saturday 
in  January  in  each  year.11    Upon  the  adjournment  of  such  annual 
meeting  after  the  election  of  director's,  or  as  soon  thereafter  as  prac- 
ticable, the  directors  so  elected  shall  meet  and  organize  by  electing 
from  their  number  a  president  and  a  vice-president,  and  from  their 
number  or  from  the  stockholders  a  secretary  and  treasurer.12    Any 
office  except  that  of  president  and  vice-president  may  be  held  by  any 
one  person.   The  directors  and  officers  of  this  corporation  shall  hold 

i§  188.  7See  §§  194,  1080. 

2  §§  40-43,  191.  8  §  1386- 

•  §§  189,  490,  501  et  seq.  \h\nk  918 
*S§  190    205.  §§  916-918. 

5  §175'  «  §  805  et  seq. 

«§§  915,  1066.  M§  1068- 


84  CORPORATION    FORMS. 

their  respective  office  until  their  successors  have  been  duly  elected  and 
qualified  and  entered  upon  the  discharge  of  their  duties.13   The  first 

meeting  of  the  stockholders  shall  be  held  on  the day  of , 

at  10  and  11  o'clock,  respectively. 

9.    The  amount  of  the  capital  stock  of  this  corporation  shall  be 
dollars/4  which  shall  be  paid  in  money  or  property,  or  both, 


in  such  manner  and  at  such  times,  and  in  such  amounts  as  the  board 
of  directors  may  order.15  The  said  capital  stock  shall  be  divided  into 
shares  of  the  par  value  of each.16 

10.  The  highest  amount  of  indebtedness  or  liability  to  which  this 
corporation  shall  at  any  time  be  subject  is  the  sum  of  dol- 
lars.17 

In  witness  whereof,  etc. 

(Signed  in  the  presence  of 18  and  acknowledged.19) 

18  §§  1080  et  seq.,  1402.  »  §  195 

14  §§  193,  3403.  ™  §  198. 

i:'  §§  175,  193,  564,  3933,  3960.  »  §  199. 
16  §  3407. 


FORM  62. 

Articles  of  Incorporation — Mississippi. 

The  undersigned  hereby  unite  and  associate  themselves  and  execute 
the  following  charter  of  incorporation: 

1.  That  A  B,  C  D,  and  E  P,  and  their  associates,  successors, 
and  assigns  are  hereby  created  and  constituted  a  body  corporate,  by  the 
name  and  style  of  the  corporate  title  of -1 

2.  The  names  and  the  postoffice  addresses  of  the  incorporators  of 
this  proposed  corporation  are  :2 

Names.  Postoffice  address. 


3.  The  domicil  of  this  corporation  shall  be  at  — ,  in  the  county 

of ,  state  of  Mississippi,  but  may  be  changed  to  any  other  place 

within  said  state  by  vote  of  the  holders  of  a  majority  of  the  stock  of 
said  corporation.3 

4.  The  period  of  the  existence  of  this  corporation  shall  be ■ 

years.    ( Not  to  exceed  fifty. ) 4 

1  §  188.  3  §§  189,  490,  501  et  seq. 

2§  175.  4§  190. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  85 

5     This  corporation  is  hereby  empowered  and  authorized  to  have 
and  to  hold,  to  purchase,  receive  and  enjoy  both  real  and  personal 
property,  necessary  for  the  convenience  or  accomplishment  of  its  cor- 
porate purpose,  and  to  sell,  convey,  rent,  release  or  otherwise  encum- 
ber the  same;  to  issue  notes,  bonds,  debentures  or  other  evidences  of 
debt-  to  contract  and  be  contracted  with;  to  sue  and  be  sued,  to  plead 
and  be  impleaded  in  the  courts  of  the  country;  and  have  and  use  a 
common  seal,  and  to  change,  alter,  or  renew  the  same  at  pleasure    And 
this  corporation  is  further  authorized  and  empowered  to  do  all  other 
acts  necessary  to  promote  its  welfare  which  are  not  m  conflict  with 
the  laws  of  the  state  of  Mississippi  or  the  United  States  of  America. 
6.    The  purposes  for  which  this  corporation  is  created  are   (here 

56 VUAnd  said  corporation  is  further  authorized  and  empowered  to  do 
all  acts  necessary  and  convenient  in  the  judgment  of  the  officers  or 
directors  thereof,  for  its  welfare  and  business.7  _ 

8  And  such  corporation  shall  have,  possess  -and  enjoy  all  the  rights, 
powers  and  privileges  enumerated,  conferred  or  bestowed  upon  cor- 
porations by  Chapter  25  of  the 'annotated  code  of  1892,  which  are 
necessary  and  proper  for  the  carrying  out  of  the  purposes  of  the  cor- 

poration  charter.8  ,. 

9  The  capital  stock  of  the  corporation  shall  be dollars,  m- 

vided  into  shares  of  the  par  value  of ■  dollars  each. 

Subscriptions  to  said  capital  stock  may  be  paid  for  either  in  cash  or 
property  10  The  capital  stock  may  be  increased  or  diminished  by  a 
vote  of  the  holders  of  a  majority  of  the  capital  stock  at  any  meeting 
of  the  stockholders  duly  called  for  that  purpose.11 

10  The  management  of  the  corporation  shall  be  entrusted  to  such 
number  of  directors  as  may  be  established  and  determined  from  time 
to  time  by  vote  of  a  majority  of  the  stock  issued  and  outstanding  - 
The  directors  shall  be  elected  annually  by  and  from  the  stockholders. 
A  majority  of  the  directors  shall  constitute  a  quorum  for  the  trans- 
action of  business.14  A  president,  vice-president,  secretary,  and  treas- 
urer shall  be  elected  by  and  from  the  directors-  0^  "/^ 
shall  hold  office  until  their  successors  are  elected  and  qualified,  ine 
directors  shall  have  power  to  fill  any  vacancy  in  their  number  occa- 
sioned by  death,  resignation  or  otherwise.-  Said  directors  shall  have 
power,  further,  to  make  and  enact  all  by-laws  and  regulations  neces- 

«§§  2104,  2107.  "L3q?J"  iftfifi 

•II  40-43.  191.  J;    §919J5'1066- 

If2e10V73-  "H  1150-1169. 

9§§  193,  3403,  3407.  »  !  loS!' 

io  §  3960.  §  iU8,i- 


86  CORPORATION   FORMS. 

sary  for  the  control  and  management  of  the  affairs  of  the  corporation 
and  its  property,  and  may  alter  or  renew  by-laws  or  other  regulations 
made  by  them  as  they  may  deem  wise.17 

11.  All  questions  legally  submitted  at  any  meeting  of  the  stock- 
holders shall  be  decided  by  a  majority  vote  of  all  stockholders  present 
in  person  or  by  proxy.  At  such  meetings  one  vote  shall  be  allowed 
for  each  share  of  stock  held,  but  all  elections  of  directors  or  managers 
of  the  corporation  shall  conform  to  and  be  in  accordance  with  section 
194  of  the  constitution  of  Mississippi  and  section  837  of  the  anno- 
tated code  of  said  state.18 

12.  Xo  stockholder  in  the  corporation  shall  be  in  any  way  liable 
for  debts  of  the  corporation  beyond  the  amount  due  by  him,  her  or  it 
on  any  unpaid  subscription  to  the  stock  of  said  corporation.19 

13.  Books  of  subscription  to  the  capital  stock  of  said  corporation 

may  be  opened  by  any of  said  stockholders.  Upon  subscriptions 

being  taken  to  said  stock  to  the  extent  of the  corporation  may 

organize,  elect  directors  and  enter  upon  the  transaction  of  business.20 

Witness  our  hands  and  seals  this dav  of ,  19 — .21 

(Signed.) 
State  of  Mississippi,  County  of ,  ss : 

Personally  appeared  before  me  the  within  named  , 

who  acknowledged  that  they  signed  and  delivered  the  foregoing  instru- 
ment on  the  day  and  year  therein  mentioned.22 

Given  under  my  hand  and  official  seal  this  day  of  , 

19—. 


Xotarv  Public. 


17  §  969.  "  §§  179,  193,  205,  564. 

18  See  §§  805,  807,  808.  855,  915.  M  §  198. 

19  §  195.  -  §  199. 


FOKM  63. 
Articles  of  Incorporation — Missouri. 

We,  the  undersigned,  intending  to  form  a  corporation  under  the 
laws  of  Missouri,  and  more  particularly  under  the  provisions  of  Ar- 
ticle IX,  Chapter  12,  revised  statutes  of  1899,  governing  manufac- 
turing and  business  corporations,  have  this  day  entered  into,  made  and 
executed  the  following  articles  of  incorporation  and  agreement : 

1.    The  name  of  this  corporation  shall  be -1    (The  name  must 

1  §  188. 


ARTICLES   AND   CERTIFICATES   GENERALLY. 


87 


designate  to  some  extent  the  nature  and  character  of  the  business  con- 
templated.) 

2.  The  principal  office  and  place  of  business  of  this  corporation  shall 
be  located  at  the  city  of ,  county  of ,  state  of  Missouri.2 

3.  The  amount  of  the  capital  stock  of  this  corporation  shall  be 

dollars,  divided  into shares  of  the  par  value  of 

dollars  each ;  that  the  said  capital  stock  has  been  bona  fide  subscribed 

anfl dollars  (at  least  one-half)3  has  been  actually  paid  in  law 

ful  money  of  the  United  States  and  is  in  the  custody  of  the  persons 
named  as"  the  first  board  of  directors  of  this  corporation.4 

i.    The  names  and  places  of  residence  of  the  stockholders  and  the 
number  of  shares  subscribed  by  each  are  as  follows:5 

Names.  Residences.  No.  of  shares. 


(Must  be  at  least  three.) 

.5.    The  board  of  directors  shall  consist  of  (not  less  than 

three,  nor  more  than  thirteen)  and  three  of  whom  shall  be  residents 
of  Missouri.6  Said  board  of  directors  are  all  stockholders  and  the  fol- 
lowing are  the  names  of  the  members  of  the  board  agreed  upon  to 
manage  the  business  and  prudential  affairs  of  this  corporation  for  the 
first  year,  to  wit  :7    (Xames.) 

6.  The  period  of  the  existence  of  this  corporation  shall  be  

years  (not  exceeding  fifty).8 

7.  This  corporation  is  formed  for  the  following  purposes.    (Here 
set  out  fully  and  in  detail. ) 9 


In  witness  whereof,  etc. 


(Signed  and  acknowledged.) 


:§§  189,  490,  501  et  seq.  e§§  915.  l066- 

3§§  193,  3403,  3407.  7§  194. 

*See  §§  179,  193,  205,  564.  8§  190. 

*  §  175.  9  §§  40-43,  191. 


FORM   64. 

Articles  of  Incorporation — Montana. 

We.  the  undersigned,  have  this  day  voluntarily  associated  ourselves, 
and  do  hereby  associate  ourselves  together  for  the  purpose  of  forming 
a  corporation  under  and  pursuant  to  the  provisions  of  title  1  of  part 
IV  of  division  1  of  the  civil  code  of  the  state  of  Montana,  and  we  do 
hereby  execute  and  adopt  the  following  articles  of  incorporation : 


88 


CORPORATION    FORMS. 


1.  The  name  of  this  corporation  is .* 

2.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are  as  follows :    ( Here  state. ) 2 

3.  The  principal  office  and  the  place  where  the  principal  business 

of  this  corporation  shall  be  transacted,  is  the  city  of ,  county 

of ,  state  of  Montana.3 

4.  This  corporation  shall  commence  business  on  the day  of 

,  and  shall  continue  existence  for  the  period  of years 

(not  exceeding  twenty).4 

5.  The  number  of  directors  or  trustees  of  said  corporation  shall 
be (not  less  than  three  nor  more  than  thirteen.)5 

6.  The  names  and  the  respective  places  of  residence  of  the  directors 
who  have  been  selected  and  who  shall  manage  the  business  and  pru- 
dential affairs  of  this  corporation  during  the  first  three  months  of  its 
existence,  or  until  their  successors  shall  have  been  elected,  are  :6 


Names. 


Residences. 


7.  The  capital  stock  of  this  corporation  shall  be  dollars, 

divided  into shares  of  the  par  value  of  — ■ dollars  each.7 

8.  The  amount  of  said  capital  stock  of  this  corporation  as  actually 
subscribed,  with  the  names  of  the  subscribers,  their  residence,  and 
the  number  of  shares   subscribed  by  each  are  as  follows,  to  wit:8 

Names.  Residences.  No.  of  shares. 


9.  The  capital  stock  of  this  corporation  after  full  payment  shall 
in  no  event  be  assessable  (the  stock  can  be  made  assessable  to  any  ex- 
tent desired).9 

In  witness  whereof,  etc. 

(Signed  by  three  or  more  persons.10) 

(Duly  acknowledged.11) 


1  §  188. 

2  §§  40-43,  191. 

3  §§  189,  490,  501  et  seq. 
4§  190. 

B§§  915,  1066. 

«§§  194,  1080.  See  §  175. 


T§§  193,  3403,  3407. 

8  See  §§  179,  193,  205,  564,  3933. 

9  §  4810  et  seq. 

10  §  198. 

11  §  199. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  89 

FORM  65. 
Articles  of  Incorporation — Nebraska. 

Know  all  men  by  these  presents  that  we, ,  and      — , 

have  associated  ourselves  together  for  the  purpose  of  forming  and  be- 
coming a  corporation  under  the  laws  of  the  state  of  Nebraska  and  for 
that  purpose  we  do  hereby  make,  execute  and  adopt  the  following 
articles  of  incorporation : 

Article  1.    Name. 

The  name  of  this  corporation  shall  be -1 

Article  2.    Place  of  Business. 

The  principal  office  and  place  of  transacting  the  business  of  this 
corporation  shall  be  at ,  in  the  county  of  — ,  state  of  Ne- 

Article  3.    General  Nature  of  Business. 
The  general  nature  of  the  business  to  be  transacted  by  this  corpora- 
tion shall  be.    (Here  set  out.)8 

Article  4.    Amount  of  Capital  Stock. 
The  amount  of  the  authorized  capital  stock  of  this  corporation  is 

dollars,  divided  into shares  of  the  par  value  of 

dollars  each.*  All  subscriptions  to  the  capital  stock  of  this  corporation 
shall  be  payable  as  follows  :5    (Here  set  out  terms  of  payment.) 
Article  5.    Commencement  and  Termination. 
The  time  of  the  commencement  of  this  corporation  shall  be  on  the 

day  0f ,  and  the  termination  of  this  corporation  shall 

be  on  the day  of .6 

Article  6.    Amount  of  Liability. 
The  highest  amount  of  indebtedness  to  which  this  corporation  shall 

at  any  time  subject  itself,  shall  be dollars.7 

Article  7:    Board  of  Directors  and  Officers. 
The  business  and  prudential  affairs  of  this  corporation  shall  be  man- 
aged by  a  board  of directors  elected  by  the  stockholders  at 

their  annual  meeting,  as  provided  by  by-laws,  all  of  whom  shall  be 
stockholders  in  this  corporation.8    Immediately  upon  their  election, 
18g  •  §  3930.    See  also,  §§  175,  193,  564, 

2§§  189,  490,  501  et  seq.  3900,  3933. 

*§§  40-43,191.  §190. 

*§§  193,  3403,  3407.  .f^lS,  1066. 


90  CORPORATION   FORMS. 

the  board  of  directors  shall  organize  by  electing  a  president,  vice-presi- 
dent, secretary  and  treasurer.9  The  names  and  places  of  residence  of 
the  board  of  directors  selected  to  manage  and  control  all  business  and 
prudential  affairs  of  this  corporation  until  their  successors  are  elected 
and  qualified,  are:10 

Names.  Places  of  residence. 


Article  8.  Amendments. 
These  articles  of  incorporation  may  be  amended  at  any  regular 
meeting  of  the  stockholders,  or  at  any  special  meeting  called  for  that 
purpose  after  thirty  days'  notice  in  writing,  on  a  vote  of  the  owners 
of  two-thirds  of  the  stock  and  any  amendments  so  made  shall  be  re- 
garded and  published  in  the  same  manner  as  the  original  articles  are 
required  by  law.11 

(Signed12  and  acknowledged.13) 

*§  1068.  12§  198. 

10  §§  194,  1080.  13§  199. 

11  §  202. 


FORM  66. 
Articles  of  Incorporation — Nevada. 

We,  the  undersigned,  have  this  day  voluntarily  associated  ourselves, 
together,  and  do  hereby  unite  in  and  execute  the  following  articles 
of  incorporation,  for  the  purpose  of  forming  a  corporation  under  and 
pursuant  to  the  laws  of  the  state  of  Nevada: 

First :  The  name  of  this  corporation  shall  be  "The  Gold  Field  Irri- 
gation Company."1  (The  name  shall  end  with  the  word  "incorpo- 
rated," or  it  must  contain  one  of  the  following  words  as  a  substantive 
noun,  to  wit:  "Association,"  "Company,"  "Corporation,"  "club,"  "so- 
ciety," or  "Syndicate.") 

Second:  The  principal  office  and  place  of  business  of  this  corpora- 
tion is  to  be  located  at  the  town  of  — » .  in  the  county  of , 

state  of  Nevada.2 

Third :  The  nature  of  the  business  of  this  corporation  and  the  pur- 
poses for  which  it  is  formed,  are  :    (Here  set  out.)3 

Fourth:    The  total  amount  of  the  authorized  capital  stock  of  this 

i§  188.  3§§  40-43,  191. 

-  §§  189,  490,  501  et  seq. 


ARTICLES   AND    CERTIFICATES   GENERALLY.  91 

corporation  shall  be dollars,  divided  into shares  of  the 

par  value  of dollars  each.4    (The  capital  stock  cannot  be  less 

than  two  thousand  dollars.) 

Fifth :   The  amount  of  the  subscribed  capital  stock  with  which  this 

corporation  will  begin  business  is dollars;5  and  the  amount  of 

the  said  capital  stock  actually  subscribed  is  dollars,  and  the 

amount  actually  paid  up  is ■  dollars.6 

Sixth:  (If  preferred  stock  is  desired,  provision  must  be  made  for 
dividing  the  capital  stock  into  common  and  preferred  and  the  nature  of 
the  preference  should  be  fully  stated.7) 

Seventh :  The  names  and  residences  of  each  of  the  original  subscrib- 
ers to  the  capital  stock  and  the  amount  subscribed  by  each,  are  as  fol- 
lows :8 

Names.  Residences.  Amount  subscribed. 


(Post office  address.) 

Eighth :  The  period  limited  for  the  duration  of  the  existence  of 
this  corporation  is years  (or  perpetual).9 

Ninth:  The  members  of  the  governing  body  of  this  corporation 
shall  be  styled  "Directors,"  (or  "Trustees"  if  a  non-profit  corporation) 
and  shall  be in  number  (not  lees  than  three.) 10 

Tenth :  The  capital  stock  of  this  corporation,  after  the  amount  of 
the  subscription  price  has  been  fully  paid  by  each  subscriber,  shall  not 
be  subject  to  any  assessment  whatever  for  the  payment  of  the  debts 
of  the  corporation.11 

Eleventh :   (Insert  any  provisions  desired  in  regard  to  the  regulation 

of  the  internal  affairs  of  the  corporation  and  to  prohibit  a  stockholder 

from  cumulating  his  shares  in  voting  for  directors.12) 

In  witness  whereof,  etc. 

(Signed13  and  acknowledged.14) 

(The  first  meeting  for  organization  shall  be  called  by  a  notice 

signed  by  a  majority  of  the  incorporators,  stating  the  time,  place  and 

purpose  of  the  meeting,  which  shall  be  published  at  least  two  weeks 

prior  to  the  meeting  three  times  in  a  newspaper  published  in  the^county 

of  the  corporation's  principal  place  of  business ;  or  by  two  days'  notice 

*  §§  193,  3403,  3407.  10  §§  915,  1066,  1080. 
BSee  §§  179,  193,  564.  u  §  4810  et  seq 

•  See  §§3900,  3933.  *  See  §§  1179,  1180. 
7  §§  3427,  3586  et  seq.  13  §  198- 

-1  175.  14§199- 

9  *§  190. 


92  CORPORATION    FORMS. 

personally  served  on  all  the  incorporators  and  stockholders.15  But  this 
notice  may  be  waived  by  inserting  in  the  articles  of  incorporation,  the 
time  and  place  of  the  first  meeting.16) 

15  See  §  817  et  seq.  10  §  824. 


FOEM  67. 
Notice  of  Incorporation — Nevada. 
To  whom  it  may  concern:     Notice  is  hereby  given  that 


and have  organized  a  corporation  under  the  name  and 


style  of  "The Company,"  and  for  such  purposes  have  made  and 

executed  the  following  articles  of  incorporation : 

(Here  set  out  articles  in  full.) 

(This  notice  must  be  published  in  some  newspaper  near  the  principal 
place  of  business  for  four  weeks  and  the  articles  then  filed  and  re- 
corded with  the  secretary  of  state,  and  with  the  county  clerk  of  the 
county  where  the  corporation  is  located.) 

(Ten  per  cent,  of  the  capital  stock  stated  in  the  articles  must  be 
paid  before  manufacturing  companies  are  authorized  to  commence 
operation.17) 

17  See  §§  175,  193,  564,  3900,  3933. 


FORM  68. 

Articles  of  Incorporation — New  Hampshire. 

The  undersigned,  persons  of  lawful  age,  desiring  to  associate  them- 
selves together  and  to  form  a  corporation  under  the  provisions  of  chap- 
ter 147  of  the  public  statutes  of  New  Hampshire,  hereby  enter  into  the 
following  articles  of  agreement  and  incorporation : 

1.  The  name  of  this  corporation  shall  be -1 

2.  The  objects  and  purposes  for  which  this  corporation  is  organized 
and  established,  are:    (Here  insert.)2 

3.  The  place  of  the  principal  office  and  where  the  business  of  this 

corporation  is  to  be  carried  on,  is  at  the  city  of  ,  county  of 

,  state  of  New  Hampshire.3 

4.  The  capital  stock  to  be  paid  in  shall  be  dollars,  divided 

mto shares  of  the  par  value  of dollars  each.4 

i  §  188  3  §§  189,  490,  501  et  seq. 

*  §§  40-43.  191.  4  §§  193,  3403,  3407. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  93 

5.  The  first  meeting  of  the  said  associates  and  the  corporators  unit- 
ing herein,  shall  be  held  on  the  day  of ,  at  10  o'clock 

a.  m.,  at  the  office  of ,  in  the  city  of ,  county  of , 

state  of  New  Hampshire.5 

6.  The  names  and  postoffice  addresses  of  the  subscribers  hereto  and 
the  corporators,  are  as  follows  :6 

Names.  Postoffice  addresses. 


*  §§  805,  807,  808.  '  §  175. 

FOEM  69. 

Articles  of  Incorporation — New  Jersey. 

We,  the  undersigned,  hereby  associate  ourselves  together  and  hereby 
enter  into  the  following  articles  for  the  purpose  of  forming  a  corpora- 
tion under  and  by  virtue  of  the  provisions  of  an  act  of  the  legislature 
of  the  state  of  New  Jersey,  entitled :  "An  Act  concerning  corporations, 
according  to  the  revision  of  1896,  and  the  several  supplements  thereto 
and  acts  amendatory  thereof;"  we  do  further  hereby  severally  sub- 
scribe for  and  agree  to  take  the  number  of  shares  of  stock  of  said  cor- 
poration set  opposite  our  respective  names ;  and  we  do  further  unite 
in  the  execution  of  the  following  articles  and  certify  as  follows : 

First :   The  name  of  said  corporation  shall  be -1 

Second :   The  location  of  the  principal  office  of  this  corporation  is 

at  No. street  in  the  city  of ,  county  of -8 

The  name  of  the  agent  therein  and  in  charge  thereof  upon  whom 
process  against  this  corporation  may  be  served  is  L  M. 

Third:    The  period  of  the  existence  of  this  corporation  shall  be 

years  (or  unlimited).3 

Fourth:  The  objects  for  which  this  corporation  is  formed  are  (here 
state).  This  corporation  shall  also  have  power  to  conduct  its  business 
in  all  its  branches,  have  one  or  more  offices,  and  unlimitedly  to  hold, 
purchase,  mortgage  and  convey  real  and  personal  property  in  any 
state,  territory,  or  colony  of  the  United  States  and  in  any  foreign 
country  or  place.4 

Fifth:  The  total  authorized  capital  stock  of  this  corporation  is 
dollars.5 

i§188.  «§§  40-43,  191. 

2  §§  189,  490  et  seq.,  501  et  seq.  B  §§  193,  3403. 

3  §  190. 


94  CORPORATION    FORMS. 


Sixth:    The  said  capital  stock  of  this  corporation  is  divided  into 
-  shares  of  the  par  value  of  ■ dollars  each.6 


Seventh:  The  names  and  postoffice  addresses  of  the  incorporators 
and  the  number  of  shares  subscribed  for  by  each,7  the  aggregate  of 

which  is  dollars,  is  the  amount  of  capital  stock  with  which 

this  company  will  commence  business,  are  as  follows:8 

Names.  Postoffice  addresses  No.  of  shares. 


In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 

day  of ,  A.  D.  1910. 

(Signed)9  . 

Signed,  sealed  and  delivered  in  the  presence  of . 

Acknowledged.10 

•§3407.  3933. 

'§175.  9§198. 

8  See    §§    179,   193,   205,   564,   3900,         10  §  199. 


FOEM  70. 
Articles  of  Incorporation — New  Jersey. 

CERTIFICATE  OF  INCORPORATION  OF  THE  MERCHANTS'  ICE  COMPANY. 

We,  the  undersigned,  for  the  purpose  of  forming  a  corporation  un- 
der and  by  virtue  of  the  provisions  of  an  act  of  the  legislature  of  the 
state  of  New  Jersey,  entitled,  "An  Act  concerning  corporations  (re- 
vision of  1896)/'  and  the  several  supplements  thereto  and  acts  amenda- 
tory thereof,  do  hereby  severally  subscribe  for  and  agree  to  take  the 
number  of  shares  of  stock  of  said  corporation  hereinafter  placed  oppo- 
site our  respective  names,  and  do  certify  and  set  forth  as  follows : 

First :  The  name  of  said  corporation  shall  be  "Merchants  Ice  Com- 
pany."1 

Second:  The  location  of  its  principal  office  in  the  state  of  New 
Jersey  shall  be  at  No.  275  Montgomery  street,  Jersey  City.2  The  name 
of  the  agent  who  shall  be  therein  and  in  charge  thereof  upon  whom 
process  against  this  corporation  shall  be  served,  is  James  T.  Powers.3 

Third :   The  objects  for  which  this  corporation  is  formed  are  :4 

(Purposes.) 

Fourth :  The  total  authorized  stock  of  the  corporation  shall  be  two 
hundred  fifty  thousand  dollars  ($250,000), 5  divided  into  two  thou- 
sand five  hundred  shares  of  the  par  value  of  one  hundred  dollars 

18  188.  "§§40-43,191. 

»§  189.  6§§  193,  3403. 

3§§  490,  501  et  seq. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  95 

($100)  each,6  and  the  amount  of  capital  stock  with  which  said  cor- 
poration will  begin  business  is  one  thousand  dollars  ($1,000). 7  Of  said 
capital  stock  one  thousand  five  hundred  (1,500)  shares  shall  be  com- 
mon stock  and  one  thousand  (1,000)  shares  shall  be  preferred  stock.8 

Such  preferred  stock  shall,  after  March  1,  1910,  be  entitled  to  a 
preferential,  cumulative,  annual  dividend  of  six  per  cent.,  payable  on 
or  before  the  first  day  of  December  of  each  year  from  the  surplus  profits 
of  the  company,  and  after  the  common  stock  of  the  company  shall  have 
received  a  like  dividend,  shall  participate  with  the  common  stock  in 
all  further  dividends  declared  in  that  year  above  six  per  cent,  and  up 
to  but  not  exceeding  twelve  per  cent.,  but  no  further.9 

Fifth :  The  names  and  postoffice  addresses  of  the  incorporators  and 
the  number  of  shares  subscribed  for  by  each  are  as  follows:10 

Names.  Addresses.  Shares. 


Sixth:  The  period  of  existence  of  said  corporation  shall  be  un- 
limited.11 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
first  day  of  August,  A.  D.,  one  thousand  nine  hundred  ten.12 


In  the  presence  of — 


(L.  S.) 

(L.  S.) 

(L.S.) 

-  (L.  S.) 
Acknowledgment. 1  * 


6  §  3407.  10  §  175. 

7§§  175,  193,  205,  564,  3933.  K§  190. 

8  §§  3427,  3586,  3590-3593.  12  §  198. 

8  §  5345.  13  §  199. 


FOEM  71. 
New  Jersey  Charter. 

CERTIFICATE  OF  INCORPORATION  OF  WEST  END  TRANSPORTATION 

COMPANY. 

The  undersigned,  for  the  purpose  of  forming  a  corporation  under 
and  pursuant  to  an  act  of  the  legislature  of  the  state  of  New  Jersey, 
entitled,  "An  Act  concerning  corporations  (division  of  1896),"  and 
the  acts  amendatory  thereof  and  supplemental  thereto,  do  hereby  set 
out  and  certify  as  follows : 


96  CORPORATION    FORMS. 

Art.  1.  The  name  of  the  corporation  is  "West  End  Transportation 
Company."1 

Art.  2.  The  location  of  the  principal  office  of  the  corporation  is  in 
the  state  of  New  Jersey,  No.  23  River  avenue,  in  the  city  of  Jersey 
City,  county  of  Hudson,  in  said  state,  which  shall  also  be  its  registered 
office.2  And  the  name  of  the  agent  of  said  corporation  in  said  state 
who  is  in  charge  of  said  principal  office  and  upon  whom  process  against 
this  corporation  may  be  served,  is  Security  Trust  Company.3 

Art.  3.  The  objects  for  which  this  corporation  is  formed  are  as 
follows,  viz  :4 

To  furnish,  transmit,  convey,  transport  and  deliver  sounds,  signals, 
and  intelligence,  packages,  mail  matter,  freight  and  general  merchan- 
dise, power,  heat,  light  and  refrigeration,  by  steam,  water,  air,  elec- 
tricity or  otherwise,  and  to  acquire,  construct,  dispose  of,  hold,  main- 
tain, operate  and  lease  to  or  rent,  from  others,  all  tunnels  and  other 
subways  and  space  therein,  and  all  terminals,  structures,  appliances 
and  other  property,  real  or  personal,  useful  in  carrying  out  any  lawful 
purpose  whatsoever;  to  produce  or  otherwise  acquire  and  to  furnish 
and  distribute  electric  current  or  other  mechanical  power,  for  light, 
heat,  power,  refrigeration,  signaling,  traction  or  other  purposes,  both 
public  and  private;  to  operate  a  telephone  exchange  and  system;  to 
operate  a  system  for  the  delivery  of  parcels  and  messages  by  messen- 
gers, vehicles  or  otherwise;  to  carry  on  the  business  of  storage  and 
warehousing  in  all  its  branches;  to  construct  and  operate  subways, 
tunnels,  pneumatic  tubes,  telephone  systems,  telegraph  lines,  power 
houses,  terminals  and  other  structures  incidental  to  any  of  the  purposes 
herein  enumerated ;  to  construct,  control,  lease  and  operate,  by  elec- 
tricity or  other  power,  railways  for  the  transportation  of  passengers 
or  freight;  to  produce,  manufacture  and  to  otherwise  prepare  and  to 
deal  in  and  deal  with  and  to  buy  and  sell  materials,  machinery,  appli- 
ances, supplies  or  products  which  may  be  used  in  or  in  connection  with 
any  of  the  objects  aforesaid ;  to  hold,  purchase  or'  otherwise  to  acquire, 
to  sell,  assign,  mortgage,  pledge  or  otherwise  dispose  of  the  shares  of 
the  capital  stock,  bonds  or  other  evidences  of  debt  incurred  or  created 
by  other  corporations,  and  while  the  holder  of  such  stock,  to  exercise 
all  the  rights  and  privileges  of  ownership,  including  the  right  to 
vote  thereon,  to  the  same  extent  as  a  natural  person  might  or  could 
do;  to  apply  for,  obtain,  register,  lease  or  otherwise  acquire,  and  to 
hold,  use,  operate,  sell,  assign  or  otherwise  dispose  of  any  trade- 
marks, trade  names,  patents,  inventions,  improvements  and  processes, 

»§  185.  s§§  6653,  6760. 

*§  189.  4§§  40-43,  191. 


ARTICLES    AND   CERTIFICATES   GENERALLY.  97 

used  in  connection  or  secured  under  letters  patent  of  the  United 
States,  or  of  any  other  countries  or  otherwise;  and  to  carry  on  any 
other  business  whatsoever  which  the  corporation  may  deem  proper  or 
convenient  to  be  carried  on  in  connection  with  any  of  the  foregoing 
purposes,  or  calculated  directly  or  indirectly  to  promote  the  interests 
of  the  corporation  or  to  enhance  the  value  of  its  property,  and  to  have 
and  enjoy  and  exercise  all  the  rights,  powers  and  privileges  which  are 
now  or  which  may  hereafter  be  conferred  upon  corporations  organ- 
ized under  the  act  herein  mentioned ;  providing,  always,  that  the  cor- 
poration shall  not  construct,  maintain  or  operate  any  railroad  or 
telegraph  or  telephone  lines  in  the  state  of  New  Jersey,  or  engage  in 
any  business  hereunder  which  shall  require  the  exercise  of  the  right  of 
eminent  domain  within  said  state,  unless  power  in  either  or  any  of 
said  respects  shall  hereafter  be  conferred  upon  it  by  law;  nor  shall 
anything  herein  set  forth  be  construed  to  authorize  or  evidence  the 
formation  hereby  of  an  insurance,  safe  deposit  or  trust  company,  bank- 
ing corporation,  savings  bank  or  other  corporation  deemed  to  possess 
any  of  the  powers  prohibited  to  corporations  formed  under  the  statu- 
tory provisions  aforesaid. 

The  purpose  of  the  corporation  is  from  time  to  time  to  do  any  one 
or  more  of  the  acts  and  things  herein  set  forth. 

The  corporation  may,  from  time  to  time,  conduct  its  business  in 
other  states  and  in  the  territories,  District  of  Columbia  and  depend- 
encies of  the  United  States  and  in  foreign  countries ;  it  may  have  an 
office  or  offices,  and,  except  as  otherwise  required  by  law,  keep  its 
books  in  whole  or  in  part,  at  a  point  or  points  outside  of  the  state  of 
New  Jersey ;  and  it  may  hold,  purchase,  mortgage  and  convey  real  and 
personal  property  in  any  such  state,  territory,  district,  dependency  or 
foreign  country.5 

Without  in  any  particular  limiting  or  restricting  any  of  the  objects 
and  powers  of  the  corporation,  it  is  hereby  expressly  declared  and  pro- 
vided that  the  corporation  shall  have  power  to  issue  bonds  and  other 
obligations  in  payment  for  property  purchased  or  acquired  by  it,  for 
money  borrowed,  or  for  any  other  lawful  object  in  and  about  its  busi- 
ness;6 to  mortgage  or  pledge  any  property  which  may  be  acquired  by 
it;  to  secure  any  bonds,  guaranties  or  other  obligations  by  it  issued 
or  incurred;7  to  guarantee  any  dividends,8  bonds,9  contracts  or  other 
obligations;10  to  make  and  perform  contracts  of  every  kind  and 
description;11  and  in  carrying  on  its  business,  or  for  the  purpose  of 

5  §§  490,  501.  •  See  §  2276. 

6  §§  2108,  2165,  2185,  2235  et  seq.  ,0  §§  2217-2219. 

7  §  2525  et  seq.  u  §  2135  et  seq. 
*§§  2219,  5354. 

7— Thomp.  Corp.  VII. 


98  CORPORATION'    FORMS. 

attaining  or  furthering  any  of  its  objects  or  purposes,  to  do  any  and 
all  other  things  and  exercise  any  and  all  other  powers  which  now  or 
hereafter  may  be  permitted  by  law.12 

Art.  4.  The  total  authorized  capital  stock  of  the  corporation  is 
four  million  five  hundred  thousand  dollaars  ( $4,500,000.00 ),13  divided 
into  five  hundred  thousand  (500,000)  shares  of  the  par  value  of  one 
hundred  dollars  ($100.00)  each.14 

Art.  5.  The  names  and  postoffice  addresses  of  the  incorporators 
and  the  number  of  shares  of  stock  for  which,  severally  and  respectively, 
the  said  incorporators  do  hereby  subscribe  (the  aggregate  of  our  said 
subscriptions  being  five  thousand  dollars,  which  is  the  amount  of 
capital  stock  with  which  the  corporation  is  authorized  to  commence 
business),  are  as  follows:15 

Number  Total 

Name.  Postoffice  address.  of  shares.  Par  value. 


Art.  6.    The  duration  of  the  corporation  shall  be  perpetual.16 

Art.  7.  The  number  of  directors  of  the  corporation  shall  be  fixed 
and  may  be  increased  or  decreased  as  may  be  provided  from  time  to 
time,  in  the  by-laws.17  In  case  of  any  increase  in  the  number  of 
directors,  the  additional  directors  shall  be  elected  as  may  be  provided 
in  the  by-laws  by  the  directors  or  by  the  stockholders  at  an  annual 
or  special  meeting.18  The  corporation  shall  have  the  power,  at  any 
time,  to  provide  for  the  classification  of  its  board  of  directors  and  to 
do  all  things  by  it  deemed  necessary  or  proper  to  accomplish  such 
classification.19  In  case  of  any  vacancy  in  the  board  of  directors,  the 
remaining  directors,  by  an  affirmative  vote  of  a  majority  of  the  board 
of  directors,  may  elect  a  successor  to  hold  office  for  the  unexpired  por- 
tion of  the  term  of  the  director  whose  place  shall  have  become  vacant 
and  until  the  election  of  a  successor.20 

The  board  of  directors  shall  have  power  to  hold  their  meetings 
outside  of  the  state  of  New  Jersey  at  such  place  or  places  as  may  be 
from  time  to  time  designated  by  the  by-laws  or  by  resolution  of  the 
board  of  directors.21 

The  board  of  directors  in  its  discretion  may  submit  any  contract  for 
the  purchase  or  sale  of  property,  the  sale,  incumbrance  or  other  disposi- 

12  §  2108  et  seq.  .   "  17  §§  915,  926,  1066. 

13  §§  193,  3403.  M§  926. 

14  §  3407.  M  §  1080. 

15  §  175.  *>§  1083. 

16  §  190.  a§§  1134-1137. 


ARTICLES   AND    CERTIFICATES   GENERALLY.  90 

tion  of  shares  of  stock,  bonds  or  other  obligations  to  be  issued  by  the 
corporation  or  of  any  other  securities,  or  for  the  borrowing  of  money 
by  the  corporation,  for  authorization,  approval  or  ratification  at  any 
annual  meeting  by  the  stockholders,  or  at  any  meeting  of  the  stock- 
holders, called  for  the  purpose  of  considering  any  such  contract,  and 
any  contract  or  act  in  connection  therewith  that  shall  be  authorized, 
approved  or  be  ratified  by  the  vote  of  the  holders  of  a  majority  in 
amount  of  the  capital  stock  of  the  company  which  is  represented  in 
person  or  by  proxy  at  such  meeting  (provided  that  a  lawful  quorum 
of  stockholders  be  there  represented  in  person  or  by  proxy),  shall  be 
as  valid  and  as  binding  upon  the  corporation  and  upon  all  the  stock- 
holders as  though  it  had  been  authorized,  approved  and  ratified  by 
every  stockholder  of  the  corporation.22 

(As  authorized  by  the  act  of  the  legislature  of  the  state  of  New 
Jersey,  passed  March  22,  1901,  amending  the  seventeenth  section  of  the 
act  concerning  corporations  (revision  of  1896)  any  action  which  there- 
tofore required  the  consent  of  the  holders  of  two-thirds  of  the  stock 
at  any  meeting  after  notice  having  been  given,  or  required  their 
consent  in  writing  to  be  filed,  may  be  taken,  upon  the  consent  of  and 
the  consent  given  and  filed  by  the  holders  of  two-thirds  of  the  stock 
represented  at  such  meeting,  in  person  or  by  proxy;  provided,  that 
the  consent  or  approval  of  a  majority  or  of  two  thirds  of  the  stock  of 
the  corporation  at  the  time  outstanding  be  not  required  by  the  pro- 
visions hereof,  in  respect  of  some  action  herein  provided  for.23) 

Any  officer  elected  or  appointed  by  the  board  of  directors  may  be 
removed  at  any  time  with  or  without  cause,  by  an  affirmative  vote  of 
two-thirds  of  the  whole  board  of  directors.  Any  other  officer  or  em- 
ploye may  be  removed  at  any  time,  with  or  without  cause,  by  the  vote 
of  the  board  of  directors  or  by  any  committee  or  superior  officer  upon 
whom  such  power  of  removal  may  be  conferred  by  the  by-laws,  or  by 
a  vote  of  the  board  of  directors.24 

The  board  of  directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  from  their  number  an  executive  committee 
and  a  finance  committee,  of  each  of  which  committees  a  majority 
shall  constitute  a  quorum ;  and  to  such  extent  it  shall  be  provided  in 
the  by-laws,  such  committees  shall  respectively  have  and  may  exercise 
all  or  any  of  the  powers  of  the  board  of  directors,  including  the  power 
to  cause  the  seal  of  the  corporation  to  be  affixed  to  all  papers.25 

The  board  of  directors,  by  an  affirmative  vote  of  the  majority  of  the 
whole  board,  may  appoint  any  other  standing  committees;  and  such 

-See  §§  1179,  1184-1186.  »  §§  1193,  1810  et  seq. 

23  See  §§  2420,  2563.  =5  §  1207. 


100  CORPORATION    FORMS. 

standing  committees  shall  have  and  may  exercise  such  powers  as  may 
be  conferred  and  authorized  by  the  by-laws  or  by  the  board  of  direc- 
tors.26 

The  board  of  directors  may  appoint,  not  only  other  officers  of  the 
corporation,  but  also  one  or  more  vice-presidents,  one  or  more  assistant 
treasurers,  and  one  or  more  assistant  secretaries ;  and,  to  the  extent 
provided  in  the  by-laws,  or  by  the  board  of  directors,  the  persons  so 
appointed,  respectively  shall  have  and  may  exercise  all  the  powers  of 
the  president  and  of  the  treasurer  and  of  the  secretary,  respectively.27 

The  board  of  directors  shall  have  power  from  time  to  time,  to  fix 
and  determine  and  to  vary  the  amount  of  the  working  capital  of  the 
corporation,  and  to  direct  and  determine  the  use  and  disposition  of 
any  surplus  or  net  profits  over  and  above  the  capital  stock  paid  in.28 

Except  as  herein  otherwise  provided,  the  board  of  directors  shall 
have  power  and  authority  to  sell,  assign,  transfer,  convey  or  otherwise 
dispose  of  all  or  any  of  the  property  and  assets  of  the  corporation  on 
such  terms  and  conditions  as  the  said  board  of  directors  shall  deem 
just  and  expedient,  and  to  issue  the  bonds,  debentures,  notes,  and 
other  obligations  or  evidences  of  the  debt  of  the  corporation.29 

With  the  consent  in  writing,  or  by  vote  at  a  special  meeting  of 
the  stockholders  called  for  the  purpose,  of  the  holders  of  not  less  than 
two-thirds  of  the  capital  stock  of  the  corporation  at  the  time  out- 
standing, the  directors  of  the  corporation  shall  have  power  to  sell, 
convey,  or  otherwise  dispose  of  all  the  property,  rights  and  franchises 
of  the  corporation  as  an  entirety  upon  such  terms  and  conditions,  and 
for  such  considerations,  whether  in  cash,  stocks,  bonds  or  other  prop- 
erty, as  the  directors  may  in  their  discrimination  determine.30 

The  board  of  directors,  from  time  to  time,  shall  determine  whether 
and  to  what  extent  and  at  what  times  and  places  and  under  what  con- 
ditions and  regulations  the  accounts  and  books  of  the  corporation,  or 
any  of  them,  shall  be  opened  to  the  inspection  of  the  stockholders; 
and  no  stockholder  shall  have  any  right  to  inspect  any  account  or  book 
or  document  of  the  corporation,  except  as  conferred  by  statute  or 
authorized  by  the  board  of  directors,  or  by  resolution  of  the  stock- 
holders.31 

Subject  always  to  by-laws  made  by  the  stockholders,  the  board  of 
directors  may  make  by-laws  and,  from  time  to  time  may  alter,  amend, 
or  repeal  any  by-laws ;  but  any  by-laws  made  by  the  board  of  directors 
may  be  altered  or  repealed  by  the  stockholders  at  any  annual  meeting, 

26  §§  1207-1211.  =°  §§  1179,  1183  et  seq. 

L7See  §  1196.  30§§  2418-2420,  2497,  2563. 

L?  See  §  1179  et  seq.  31  §§  4515-4517. 


AKTICLES   AND   CERTIFICATES   GENERALLY.  101 

or  at  any  special  meeting,  provided  notice  of  such  proposed  alteration 
or  repeal  be  included  in  the  notice  of  the  meeting.32 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
31st  day  of  March,  A.  D.  1910. 


Signed,  sealed  and  delivered  in  the  presence  of 


(L.  S.) 

(L.  S.) 
(L.  S.) 


(Acknowledgment.34 ) 

(Endorsement  and  certificate  of  secretary  of  state.) 

-§969.  M§199- 

33  §  198. 


FOBM  72. 

Articles  of  Incorporation — New  Jersey. 

(The  amended  articles  of  the  United  States  Steel  Corporation.) 
We,  the  undersigned,  in  order  to  form  a  corporation  for  the  purposes 
hereinafter  stated,  under  and  pursuant  to  the  provisions  of  the  act 
of  the  legislature  of  the  state  of  New  Jersey,  entitled  "An  Act  concern- 
ing corporations  (Revision  of  1896),"  and  the  acts  amendatory  thereof 
and  supplemental  thereto,  do  hereby  certify  as  follows: 

1.  The  name  of  the  corporation  is  "United  States  Steel  Corpora- 
tion."1 

2.  The  location  of  its  principal  office  in  the  state  of  New  Jersey 
is  at  No.  51  Newark  street,  in  the  city  of  Hoboken,  county  of  Hudson.2 
The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom 
process  against  the  corporation  may  be  served,  is  Hudson  Trust  Com- 
pany.   Said  office  is  to  be  the  registered  office  of  said  corporation. 

3.  The  objects  for  which  the  corporation  is  formed  are  :s 

To  manufacture  iron,  steel,  manganese,  coke,  copper,  lumber  and 
other  materials,  and  all  or  any  articles  consisting,  or  partly  consisting, 
of  iron,  steel,  copper,  wood  or  other  materials,  and  all  or  any  products 

thereof. 

To  acquire,  own,  lease,  occupy,  use  or  develop  any  lands  containing 
coal  or  iron,  manganese,  stone  or  other  ores,  or  oil,  and  any  wood 
lands  or  other  lands  for  any  purpose  of  the  company. 

To  mine,  or  to  otherwise  extract  or  remove,  coal,  ores,  stone  and 

i§188.  3§§  40-43,  191. 

2  §§  189,  490  et  seq.,  501  et  sea. 


102  CORPORATION"    FORMS. 

other  minerals  and  timber  from  any  lands  owned,  acquired,  leased  or 
occupied  by  the  company,  or  from  any  other  lands. 

To  buy  and  sell  or  otherwise  to  deal  or  to  traffic  in  iron,  steel,  man- 
ganese, copper,  stone,  ores,  coal,  coke,  woods,  lumber  and  other  mate- 
rials, and  any  of  the  products  thereof,  and  any  articles  consisting  or 
partly  consisting  thereof. 

To  construct  bridges,  buildings,  machinery,  ships,  boats,  engines, 
cars  and  other  equipment,  railroads,  docks,  slips,  elevators,  water- 
works, gas  works  and  electric  works,  viaducts,  aqueducts,  canals  and 
other  waterways,  and  any  other  means  of  transportation,  and  to  sell 
the  same  or  to  otherwise  dispose  thereof,  or  to  maintain  and  operate 
the  same,  except  that  the  company  shall  not  maintain  or  operate  any 
railroad  or  canal  in  the  state  of  New  Jersey. 

To  apply  for,  obtain,  register,  purchase,  lease,  or  otherwise  to 
acquire,  and  to  hold,  use,  own,  operate  and  introduce,  and  to  sell, 
assign,  or  otherwise  dispose  of,  any  trademarks,  trade  names,  patents, 
invention?,  improvements  and  processes  used  in  connection  with,  or 
secured  under  letters  patent  of  the  United  States  or  elsewhere,  or 
otherwise :  and  to  use,  exercise,  develop,  grant  licenses  in  respect  of, 
or  otherwise  to  turn  to  account  any  such  trademarks,  patents,  licenses, 
processes  and  the  like,  or  any  such  property  or  rights. 

To  engage  in  any  other  manufacturing,  mining,  construction  or 
transportation  business  of  any  kind  or  character  whatsoever,  and 
to  that  end  to  acquire,  hold,  own  and  dispose  of  any  and  all  property, 
assets,  stocks,  bonds  and  rights  of  any  and  every  kind ;  but  not  to 
engage  in  any  business  hereunder  which  shall  require  the  exercise  of 
the  right  of  eminent  domain  within  the  state  of  Xew  Jersey. 

To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  or 
to  dispose  of  stocks,  bonds,  or  any  other  obligations  of  any  corporation 
formed  for,  or  then  or  theretofore  engaged  in  or  pursuing  any  one  or 
more  of  the  kinds  of  business,  purposes,  objects  or  operations  above 
indicated,  or  owning  or  holding  any  property  of  any  kind  herein  men- 
tioned ;  or  of  any  corporation  owning  or  holding  the  stocks  or  the 
obligations  of  any  such  corporation. 

To  hold  for  investment,  or  otherwise  to  use,  sell  or  dispose  of,  any 
stock,  bonds,  or  other  obligations  of  any  such  other  corporation;  to 
aid  in  any  manner  any  corporation  whose  stock,  bonds  or  other  obliga- 
tions are  held  or  in  any  manner  guarantied  by  the  company,  and  to 
do  any  other  acts  or  things  for  the  preservation,  protection,  improve- 
ment or  enhancement  of  the  value  of  any  such  stock,  bonds  or  other 
obligations,  or  to  do  any  acts  or  things  designed  for  any  such  purpose ; 
and,  while  owner  of  any  such  stock,  bonds  or  other  obligations,  to  exer- 


ARTICLES   AND    CERTIFICATES   GENERALLY.  103 

cise  all  the  rights,  powers  and  privileges  of  ownership  thereof,  and  to 
exercise  any  and  all  voting  power  thereon. 

The  business  or  purpose  of  the  company  is  from  time  to  time  to 
do  any  one  or  more  of  the  acts  and  things  herein  set  forth ;  and  it  may 
conduct  its  business  in  other  states  and  in  the  territories  and  for- 
eign countries,  and  may  have  one  office  or  more  than  one  office  and 
keep  the  books  of  the  company  outside  of  the  state  of  New  Jersey, 
except  as  otherwise  may  be  provided  by  law;  and  may  hold,  purchase, 
mortgage  and  convey  real  and  personal  property  either  in  or  out  of  the 
state  of  New  Jersey. 

Without  in  any  particular  limiting  any  of  the  objects  and  powers 
of  the  corporation,  it  is  hereby  expressly  declared  and  provided  that 
the  corporation  shall  have  power  to  issue  bonds  and  other  obligations 
in  payment  for  property  purchased  or  acquired  by  it,  or  for  any  other 
object  in  or  about  its  business;  to  mortgage  or  pledge  any  stocks,  bonds 
or  other  obligations,  or  any  property  which  may  be  acquired  by  it,  to  se- 
cure any  bonds  or  other  obligations  by  it  issued  or  incurred ;  to  guaran- 
tee any  dividends  or  bonds  or  contracts  or  other  obligations;  to  make 
and  perform  contracts  of  any  kind  and  description;  and  in  carrying  on 
its  business,  or  for  the  purpose  of  attaining  or  furthering  any  of  its 
objects,  to  do  any  and  all  other  acts  and  things,  and  to  exercise  any  and 
all  other  powers  which  a  copartnership  or  natural  person  could  do 
and  exercise,  and  which  now  or  hereafter  may  be  authorized  by  law.4 

4.  The  total  authorized  capital  stock  of  the  corporation  is  eleven 
hundred  million  dollars  ($1,100,000,000), 5  divided  into  eleven  million 
shares  of  the  par  value  of  one  hundred  dollars  each.6  Of  such  total 
authorized  capital  stock  five  million  five  hundred  thousand  shares, 
amounting  to  five  hundred  and  fifty  million  dollars,  shall  be  preferred 
slock,7  and  five  million,  five  hundred  thousand  shares,  amounting  to 
five  hundred  and  fifty  million  dollars  shall  be  common  stock. 

From  time  to  time  the  preferred  stock  and  the  common  stock  may  be 
increased  according  to  law,8  and  may  be  issued  in  such  amounts  and 
proportions  as  shall  be  determined  by  the  board  of  directors  and  as 
may  be  permitted  by  law.9 

The  holders  of  the  preferred  stock  shall  be  entitled  to  receive,  when 
and  as  declared,  from  the  surplus  or  net  profits  of  the  corporation, 
yearly  dividends  at  the  rate  of  seven  per  centum  per  annum  and  no 
more,10  payable  quarterly  on  dates  to  be  fixed  by  the  by-laws.  The 
dividends  on  the  preferred  stock  shall  be  cumulative,  and  shall  be  pay- 

4  §§  173,  1179,  1180,  2103  et  seq.  8§§  3620,  3624  et  seq. 

°§§  193,  3403.  "§§  3626,  3642. 

6  §  3407.  10  §§  3603  et  seq.,  5345  et  seq. 

7§§  3427,  3586  et  seq. 


104  CORPORATION    FORMS. 

able  before  any  dividends  on  the  common  stock  shall  be  paid  or  set 
apart,  so  that,  if  in  any  year,  dividends  amounting  to  seven  per  cent 
shall  not  have  been  paid  thereon,  the  deficiency  shall  be  payable  before 
any  dividends  shall  be  paid  upon  or  set  apart  for  the  common  stock. 1 1 

Whenever  all  cumulative  dividends  on  the  preferred  stock  for  all 
previous  years  shall  have  been  declared  and  shall  have  become  payable, 
and  the  accrued  quarterly  instalments  for  the  current  year  shall  have 
been  declared,  and  the  company  shall  have  paid  such  cumulative  divi- 
dends for  previous  years  and  such  accrued  quarterly  instalments,  or 
shall  have  set  aside  from  its  surplus  or  net  profits  a  sum  sufficient  for 
the  payment  thereof,  the  board  of  directors  may  declare  dividends  on 
the  common  stock,  payable  then  or  thereafter,  out  of  any  remaining 
surplus  or  net  profits.12 

In  the  event  of  any  liquidation  or  dissolution  or  winding  up 
(whether  voluntary  or  involuntary)  of  the  corporation,  the  holders 
of  the  preferred  stock  shall  be  entitled  to  be  paid  in  full  both  the  par 
amount  of  their  shares  and  the  unpaid  dividends  accrued  thereon 
before  any  amount  shall  be  paid  to  the  holders  of  the  common  stock ; 
and,  after  the  payment  to  the  holders  of  the  preferred  stock  of  it? 
par  value  and  the  unpaid  accrued  dividends  thereon,  the  remaining 
assets  and  funds  shall  be  divided  and  paid  to  the  holders  of  the  com- 
mon stock  according  to  their  respective  shares.13 

5.  The  names  and  postoffice  addresses  of  the  incorporators,  and  the 
number  of  shares  of  stock  for  which  severally  and  respectively  we  do 
hereby  subscribe14  (the  aggregate  of  our  said  subscriptions,  being 
three  thousand  dollars,  is  the  amount  of  capital  stock  with  which  the 
corporation  will  commence  business15)  as  follows: 

Number  of  shares 
Preferred     Common 
Name.  Postoffice  address.         Stock.  Stock. 

Charles  C.  Cluff,  51  Newark  St.,  Hoboken,  N.  J.      5  5 

William  J.  Curtis,       51  Newark  St.,  Hoboken,  N.  J.      5  5 

Charles  MacVeagh,     51  Newark  St.,  Hoboken,  N.  J.      5  5 

6.  The  duration  of  the  corporation  shall  be  perpetual.16 

7.  The  number  of  directors  of  the  company  shall  be  fixed  from  time 
to  time  by  the  by-laws;17  but  the  number,  if  fixed  at  more  than  three, 
shall  be  some  multiple  of  three.  The  directors  shall  be  classified  with 
respect  to  the  time  for  which  they  shall  severally  hold  office  by  dividing 

11  §  5349  et  seq.  15§§  179,  193,  564,  3933. 

12  See  §  5330  et  seq.  "  §  190. 

13  §§  3613,  6590.  17  §§  915,  1066. 

14  §  175. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  105 

them  into  three  classes,  each  consisting  of  one-third  of  the  whole 
number  of  the  board  of  directors.  The  directors  of  the  first  class  shall 
be  elected  for  a  term  of  one  year ;  the  directors  of  the  second  class  for 
a  term  of  two  years,  and  the  directors  of  the  third  class  for  a  term 
of  three  years ;  and  at  each  annual  election  the  successors  to  the  class 
of  directors  whose  terms  shall  expire  in  that  year  shall  be  elected  to 
hold  office  for  the  term  of  three  years,  so  that  the  term  of  office  of  one 
class  of  directors  shall  expire  in  each  year.18 

The  number  of  directors  may  be  increased  as  may  be  provided  in 
the  by-laws.  In  case  of  any  increase  of  the  number  of  the  directors, 
the  additional  directors  shall  be  elected  as  may  be  provided  in  the 
by-laws,  by  the  directors  or  by  the  stockholders  at  an  annual  or 
special  meeting;  and  one-third  of  their  number  shall  be  elected 
for  the  then  unexpired  portion  of  the  term  of  the  directors  of  the  first 
class,  one-third  of  their  number  for  the  unexpired  portion  of  the  term 
of  the  directors  of  the  second  class,  and  one-third  of  their  number  for 
the  unexpired  portion  of  the  term  of  the  directors  of  the  third  class, 
so  that  each  class  of  directors  shall  be  increased  equally.19 

In  case  of  any  vacancy  in  any  class  of  directors  through  death, 
resignation,  disqualification  or  other  cause,  the  remaining  directors, 
by  affirmative  vote  of  a  majority  of  the  board  of  directors,  may  elect 
a  successor  to  hold  office  for  the  unexpired  portion  of  the  term  of 
the  director  whose  place  shall  be  vacant,  and  until  the  election  of 
a  successor.20 

The  board  of  directors  shall  have  power  to  hold  their  meetings 
outside  of  the  state  of  New  Jersey,  at  such  places  as  from  time  to 
time  may  be  designated  by  the  by-laws  or  by  resolution  of  the  board.21 
The  by-laws  may  prescribe  the  number  of  directors  necessary  to  con- 
stitute a  quorum  of  the  board  of  directors,  which  number  may  be  less 
than  a  majority  of  the  whole  number  of  the  directors.22 

Unless  authorized  by  votes  given  in  person  or  by  proxy  by  stock- 
holders holding  at  least  two-thirds  of  the  capital  stock  of  the  corpora- 
tion, which  is  represented  and  voted  upon  in  person  or  by  proxy  at 
a  meeting  specially  called  for  that  purpose  or  at  an  annual  meeting, 
the  board  of  directors  shall  not  mortgage  or  pledge  any  of  its  real 
property,  or  any  shares  of  the  capital  stock  of  any  other  corporation ; 
but  this  prohibition  shall  not  be  construed  to  apply  to  the  execution 
of  any  purchase-money  mortgage  or  any  other  purchase-money  lien. 
As  authorized  by  the  act  of  the  legislature  of  the  state  of  New  Jersey, 
passed  March  22,  1901,  amending  the  17th  section  of  the  act  concern- 

18  §  1080.  a  §§  1179,  1180,  2107. 

19  §§  926,  1080.  »  §§  1150-1169. 

20  §  1083. 


106  CORPORATION    FORMS. 

ing  corporations  (Revision  of  1896),  any  action  which  theretofore  re- 
quired the  consent  of  the  holders  of  two-thirds  of  the  stock  at  any 
meeting  after  notice  to  them  given,  or  required  their  consent  in 
writing  to  be  filed,  may  be  taken  upon  the  consent  of,  and  the  consent 
given  and  filed  by  the  holders  of  two-thirds  of  the  stock  of  each  class 
represented  at  such  meting  in  person  or  by  proxy.23 

Any  officers  elected  or  appointed  by  the  board  of  directors  may  be 
removed  at  any  time  by  the  affirmative  vote  of  a  majority  of  the  whole 
board  of  directors.  Any  other  officer  or  employe  of  the  company  may 
be  removed  at  any  time  by  vote  of  the  board  of  directors,  or  by  any 
committee  or  superior  officer  upon  whom  such  power  of  removal  may 
be  conferred  by  the  by-laws  or  by  vote  of  the  board  of  directors.24 

The  board  of  directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  from  the  directors  an  executive  committee, 
of  which  a  majority  shall  constitute  a  quorum ;  and  to  such  extent  as 
shall  be  provided  in  the  by-laws;  such  committee  shall  have  and  may 
exercise  all  or  any  of  the  powers  of  the  board  of  directors,  including 
power  to  cause  the  seal  of  the  corporation  to  be  affixed  to  all  papers 
that  may  require  it.25 

The  board  of  directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  any  other  standing  committees,  and  such 
standing  committees  shall  have  and  may  exercise  such  powers  as  shall 
be  conferred  or  authorized  by  the  by-laws.26 

The  board  of  directors  may  appoint  not  only  other  officers  of  the 
company,  but  also  one  or  more  vice-presidents,  one  or  more  assistant 
treasurers,  and  one  or  more  assistant  secretaries;  and  to  the  extent 
provided  in  the  by-laws,  the  persons  so  appointed  respectively  shall 
have  and  may  exercise  all  the  powers  of  the  president,  of  the  treasurer 
and  of  the  secretary,  respectively.27 

The  board  of  directors  shall  have  power  from  time  to  time  to  fix  and 
to  determine  and  to  vary  the  amount  of  the  working  capital  of  the 
company;  and  to  direct  and  determine  the  use  and  disposition  of 
any  surplus  or  net  profits  over  and  above  the  capital  stock  paid  in; 
and  in  its  discretion  the  board  of  directors  may  use  and  apply  any 
such  surplus  or  accumulated  profits  in  purchasing  or  acquiring  its 
bonds  or  other  obligations,  or  shares  of  its  own  capital  stock,  to  such 
extent  and  in  such  manner  and  upon  such  terms  as  the  board  of 
directors  shall  deem  expedient;28  but  shares  of  such  capital  stock  so 
purchased  or  acquired  may  be  resold  unless  such  shares  shall  have  been 

23  §  2563.  ■*  §  1207. 

24  §§  1084  et  seq.,  1193,  1810  et  seq.    "  §  1207. 

25  §  1207.  -8  §§  1175  et  seq.,  4075. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  107 

retired  for  the  purpose  of  decreasing  the  company's  capital  stock  as 

provided  by  law.29  . 

The  board  of  directors  from  time  to  time  shall  determine  whether 
and  to  what  extent,  and  at  what  times  and  places,  and  under  what 
conditions  and  regulations,  the  accounts  and  books  of  the  corporation, 
or  any  of  them,  shall  be  open  to  the  inspection  of  the  stockholders, 
and  no  stockholder  shall  have  any  right  to  inspect  any  book  or  docu- 
ment of  the  corporation,  except  as  conferred  by  statute  or  authorized 
by  the  board  of  directors,  or  by  resolution  of  the  stockholders.30 

Subject  always  to  by-laws  made  by  the  stockholders,  the  board  of 
directors  may  make  by-laws,  and,  from  time  to  time  may  alter,  amend 
or  repeal  any  by-laws,  but  any  by-laws  made  by  the  board  of  directors 
may  be  altered  or  repealed  by  the  stockholders  at  any  annual  meeting, 
or  at  any  special  meeting,  provided  notice  of  such  proposed  alteration 
or  repeal  be  included  in  the  notice  of  the  meeting.31 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  the 

23d  day  of  February,  1901. 

Charles  C.  Cluff,  (L.  b.) 
William  J.  Curtis,  (L.  S.) 
Charles  MacYeagh,  (L.  S.) 

(Seal) 

Signed,  sealed  and  delivered  in  the  presence  of 

Francis  Lynde  Stetson, 

Victor  Morawetz. 
( Acknowledgment. ) 

» §  3664.  n  §§  965-971. 

30  §  4515  et  seq. 


FOEM  73. 
Articles  of  Incorporation— New  Mexico. 

ARTICLES  OF  INCORPORATION   OF  THE  COMPANY. 

We  the  undersigned,  intending  to  form  a  corporation  under  the 
laws  of  the  territory  of  New  Mexico,  United  States  of  America,  do 
hereby  associate  ourselves  together,  and  do  hereby  make,  sign,  and 
acknowledge  the  following  articles  of  incorporation  for  the  purpose  of 
associating  ourselves  as  a  corporation : 

1.    The  name  of  this  corporation  is -1 

1  §  188. 


108  CORPORATION    FORMS. 

2.  The  period  of  existence   of  this  corporation  shall  be  

years,  commencing  with  the  day  of  the  date  of  these  articles  of  incor- 
poration (period  of  existence  cannot  exceed  fifty  years.2) 

3.  The  object  of  this  corporation  is3   (here  state). 

4.  The  principal  office  and  place  of  business  of  this  corporation 

shall  be  in  the  city  of  Santa  Fe,  in  the  county  of ,  in  the  said 

territory  of  New  Mexico.4 

5.  The  capital  stock  of  this  corporation  is  fixed  at dollars,5 

and  is  divided  into  shares  of  the  par  value  of dollars 

each.6 

6.  The  full  names  of  the  associates  and  incorporators  and  their 
respective  places  of  residence  are  as  follows  :7 

Names.  Eesidences. 


7.    The  number  of  directors  who  shall  manage  the  business  and 

prudential  affairs  of  this  corporation  shall  be .8   The  following 

named  persons,  whose  addresses  are  given,  have  been  selected  to 
manage  the  business  and  prudential  affairs  of  this  corporation  during 
the  first  three  years  of  its  existence,  to  wit  :9 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
day  of .10 

2  §  190.  6  §  3407. 

3  §§  40-43,  191.  7  §  175. 

4  §§  189,    490,     501  et    seq.      See         8§§  915,1066. 
§§  1134-1137.  fl§§  194,  1080. 

5§§  193,3403.  10  §  198.    See  §  199. 


FOKM  74. 
Articles  of  Incorporation — New  York. 

We,  the  undersigned,  all  being  of  full  age  and  citizens  of  the  United 
States,  and  one  a  resident  of  the  state  of  New  York,  unite  and  asso- 
ciate ourselves  together  for  the  purpose  of  forming  a  corporation  under 
the  Business  Corporation  Law  of  said  state,  do  hereby  unite  in  the 
following  articles  for  said  purpose: 

Art.  1.    The  name  of  this  corporation  shall  be *  (here  state 

correct  name). 


ARTICLES   AND   CERTIFICATES   GENERALLY.  109 

Art.  2.  The  purpose  for  which  said  corporation  is  to  be  formed  is 
as  follows:2    (Here  state  the  statutory  purpose  in  detail.) 

Art.  3.    The  amount  of  capital  stock  of  said  corporation  shall  be 

dollars,3  but  said  corporation  will  begin  business  with 

dollars  paid.4 

Art.  4.    The  said  capital  stock  shall  be  divided  into  shares 

of  the  par  value  of dollars  each.5 

Art.  5.    Of  said  capital  stock,  dollars  and  shares 

shall  be  cumulative  preferred  stock,6  and  shall  be  entitled  to  an 
annual  dividend  of  five  per  cent.,  payable  from  the  profits  of  such  cor- 
poration semi-annually  on  the day  of  January,  and  the 

day  of  July  each  year,  before  any  dividends  are  paid  upon  the  common 
stock,  and  to  share  equally  with  the  common  stock  in  any  dividends 
paid  in  any  one  year  above  the  said  five  per  cent,  on  all  of  said  stock.7 
On  liquidation  or  dissolution  from  any  cause,  said  preferred  stock 
shall  be  entitled  to  be  paid  in  full  from  the  corporate  assets  before  any 
sum  or  amount  is  paid  or  distributed  to  the  common  stock.8  Holders 
of  such  preferred  stock  shall  not  participate  in  the  management  of  said 
corporation  and  shall  not  be  entitled  to  vote  at  any  meeting  of  stock- 
holders,9 unless  (state  any  conditions  on  which  preferred  stockholders 

may  vote).    The  remainder  of   said   capital  stock,  to  wit:   

dollars,  and shares,  shall  be  common  stock  of  said  corporation. 

Art.  6.  The  principal  office  and  place  of  business  of  said  corpora- 
tion shall  be  located  in  the  city,  county  and  state  of  New  York,  but  its 
manufacturing  plant  may  be  located  at  any  other  place  agreed  upon.10 

Art.  7.    The  period  of  existence  of  said  corporation  shall  be 

years  (or  perpetual).11 

Art.  8.  The  number  of  directors  of  said  corporation  shall  be 
The  names  and  postoffice  addresses  of  the  persons  selected 


as  directors  of  said  corporation  for  the  first  year  are  as  follows:13 
(State  names  and  postoffice  addresses  of  the  directors). 

Art.  9.  At  all  elections  of  directors  of  this  corporation  each  stock- 
holder shall  be  entitled  to  as  many  votes  as  shall  equal  the  number  of 
shares  of  stock,  multiplied  by  the  number  of  directors  to  be  elected, 

*§  188.  8§§  3613,  6590. 

-  §§  40-43,  191.  9  §  3603. 

3  §§  193,  3403.  in  §§  189,  490,  501  et  seq. 

4  §  205.  "  §  190. 

5§  3407.  12§§  915,  1066. 

0  §§  3427,  3586.  13  §§  194,  1080. 

7  §  5345. 


110  CORPORATION   FORMS. 

and  he  may  cast  all  of  such  votes  for  one  or  more  of  the  directors  to 
be  elected,  or  he  may  otherwise  distribute  them  among  the  whole  num- 
ber to  be  voted  for.14 

Art.  10.  The  names  and  postoffice  addresses  of  the  subscribers  to 
these  articles  of  incorporation,  and  the  number  of  shares  for  which 
each  subscribes  and  agrees  to  take  in  said  corporation,  are  as  follows : l ' 

Xames.  Addresses.  Shares. 


14  §§  886-888.  *  §  175. 

FOKM  75 
Articles  of  Incorporation — New  York. 

CERTIFICATE  OF  INCORPORATION  OF  THE  CASH  SCALE  COMPANY. 

AVe,  the  undersigned,  all  being  of  full  age  and  two-thirds  being  citi- 
zens of  the  United  States  and  one  of  us  a  resident  of  the  state  of  New 
York,  for  the  purpose  of  forming  a  corporation  under  the  Business 
Corporation  Law  of  the  state  of  New  York,  do  hereby  certify  and  set 
forth : 

First :  That  the  name  of  said  corporation  shall  be  "The  Cash  Scale 
Company."1 

Second :  The  purposes  for  which  said  corporation  is  to  be  formed, 
are  as  follows:2 

(1)  To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
and  with  scales,  weighing  machines  and  mechanical  devices  for  weigh- 
ing, measuring  and  recording  the  weight  and  measurement  of  all  kinds 
of  goods  and  merchandise. 

(2)  To  acquire  patent  rights  throughout  the  world  for  the  inven- 
tions of  Wilhelm  Simonssom,  as  far  as  they  relate  to  weighing  and 
measuring  mechanisms,  and  to  manufacture  under  the  same  and  to  use, 
sell,  lease  and  otherwise  dispose  of  the  mechanism  so  manufactured,  and 
to  sell,  let  on  royalty,  grant  licenses  in  respect  of,  and  otherwise  turn 
to  account  and  profit  the  patent  rights  so  acquired. 

(3)  To  apply  for,  obtain,  purchase  or  otherwise  acquire,  and  to 
register,  hold,  own,  use,  operate,  sell,  assign  or  otherwise  dispose  of 
and  turn  to  account  and  profit,  any  and  all  trade-marks,  improve- 
ments, inventions,  tools,  apparatus,  mechanisms  and  machinery,  use- 

*§  188.  2§§  40-43,  191,  2107. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  Ill 

ful  or  necessary  in  the  operations  of  the  company,  whether  secured 
under  letters  patent  of  the  United  States  or  of  any  foreign  country, 
or  held  or  secured  in  any  other  manner. 

(4)  To  take,  lease,  purchase,  hire  or  otherwise  acquire  and  to  hold, 
use,  sell,  lease,  exchange,  mortgage,  improve  and  develop  real  estate, 
real  property  and  any  interest  or  right  therein,  and  to  construct  or 
have  constructed,  houses,  buildings,  store  houses,  factories,  works, 
plants  and  structures,  of  every  description,  to  buy,  sell,  own,  use,  man- 
age, operate  and  lease  the  same  for  similar  structures. 

(5)  To  take,  lease,  hire,  purchase,  manufacture  or  otherwise  and 
own,  and  to  sell,  hire,  lease,  pledge,  mortgage  and  otherwise  deal  in 
and  with  all  kinds  of  goods,  wares,  chattels,  merchandise,  and  other 
personal  property,  excepting  gold  and  silver  bullion,  foreign  coins  and 
bills  of  exchange. 

(6)  To  conduct  any  other  business  permissible  under  the  Business 
Corporation  Law  of  the  state  of  New  York,  manufacturing  or  other- 
wise, which  may  be  carried  on  to  advantage  in  connection  with  or  in 
addition  to  the  specified  purposes  of  the  corporation.3 

Third :  The  amount  of  capital  stock  of  said  corporation  shall  be 
five  hundred  thousand  dollars  ($500,000). 4  The  amount  of  capital 
with  which  said  corporation  will  begin  business  is  five  hundred  dollars 
($500).5 

Fourth :  The  number  of  shares  of  which  said  capital  stock  is  to 
consist  shall  be  five  thousand  (5,000)  shares  of  the  par  value  of  one 
hundred  dollars  ($100)  each.6 

Fifth :  The  principal  office  of  the  corporation  shall  be  in  the  Bor- 
ough of  Manhattan  and  in  the  city,  county  and  state  of  New  York.7 

Sixth:   The  duration  of  said  corporation  shall  be  perpetual.8 

Seventh :  The  number  of  directors  of  said  corporation  shall  be 
seven.9 

Eighth :  The  names  and  postoffice  addresses  of  the  directors  for  the 
first  year  are  as  follows:10 

Names.  Addresses. 


Ninth :    The  names  and  postoffice  addresses  of  the  subscribers  to 

3  §41.  7  §§  189,  490,  501  et  seq. 

4§§  193,  3403.  8§  190. 

5  §§  178,  179,  193,  564,  3933.  9  §§  178,  915  et  seq. 

6§  3407.  10§§  194,  1080. 


112  CORPORATION    FORMS. 

this  certificate  and  the  number  of  shares  which  each  agrees  to  take  in 
said  corporation,  are  as  follows:11 

Names.  Addresses.  Shares. 


Tenth:  Pursuant  to  section  40  of  the  stock  corporation  law,  as 
amended,  this  corporation  shall  have  power  to  purchase,  acquire,  hold 
and  dispose  of  the  stocks,  bonds  and  other  evidences  of  indebtedness 
of  any  corporation,  domestic  or  foreign,  and  issue  in  exchange  there- 
for, its  stock,  bonds,  or  other  obligations.12 

Eleventh:  At  all  elections  of  directors  of  this  corporation,  each 
stockholder  shall  be  entitled  to  as  many  votes  as  shall  equal  the  num- 
ber of  his  shares  of  stock,  multiplied  by  the  number  of  directors  to  be 
elected,13  and  he  may  cast  all  of  such  votes  for  a  single  director  or 
may  distribute  them  among  the  number  to  be  voted  for,  or  any  two 
or  more  of  them  as  he  may  see  fit.14 

In  witness  whereof,  we  have  made  and  signed  this  certificate  in 
triplicate,  this  first  day  of  April,  in  the  year  one  thousand  nine  hun- 
dred ten.15 


State  of  New  York,  County  of  New  York,  ss  : 

Personally  appeared  before  me  this  first  day  of  April,  1910, , 

9  aI1(i  f  to  me  personally  known  to  be  the  pjrsons  de- 


scribed in  and  who  executed  the  foregoing  certificate,  and  severally 
acknowledged  that  they  executed  the  same,  for  the  purpose  therein 
set  forth.16 


(Notarial  Seal.)  Notary  Public,  Suffolk  County,  N.  Y. 

Certificate  filed  in  New  York  County. 

«  §  175.  14  §§  886-888. 

12  §  4075  et  seq.  15  §  198. 

13  §  855  et  seq.  16  §  199. 


FOEM  76. 

Articles  of  Incorporation — North  Carolina. 

We,  the  undersigned,  do  hereby  associate  ourselves  and  unite  under 
and  by  virtue  of  the  laws  of  the  state  of  North  Carolina  as  contained 


ARTICLES   AND   CERTIFICATES   GENERALLY. 


113 


in  Chapter  21  of  the  revisal  of  1905,  entitled  "Corporations,"  and  we 
do  hereby  make  and  execute  the  following  articles  of  incorporation, 
and  do  severally  agree  to  take  and  pay  for  the  number  of  shares  of 
capital  stock  in  said  corporation  set  opposite  our  respective  names, 
and  which  said  articles  of  incorporation  are  as  follows : 

1.    The  name  of  this  corporation  is -1 

2     The  location  of  the  principal  office  and  place  of  business  of  this 

corporation  is  at  No. street,  in  the  city  of  — — , 

collI1ty  of  ,  state  of  North  Carolina;2  but  the  directors  of  this 

corporation  may  establish  one  or  more  branch  offices  and  places  of 
business  at  other  places  within  or  without  said  state. 

3.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are  as  follows:3    (Here  set  out.) 

4.  The  total  authorized  capital  stock  of  this  corporation  is  ■ 

dollars,4  divided  into  shares  of  the  par  value  of  dol- 
lars each;5  but  this  corporation  may  organize  and  begin  business  when 

dollars  of  the  capital  stock  composed  of shares  shall 

have  been  subscribed  in  good  faith.6    (Provision  may  here  be  made  for 
common  and  preferred  stock.)7 

5  The  names  and  postoffice  addresses  of  the  several  subscribers 
for  stock  and  the  number  of  shares  subscribed  by  each,  the  aggregate 
of  such  subscriptions  being  the  full  amount  of  the  capital  stock  with 
which  the  company  will  commence  business,  are  as  follows  :8 

Names.  Postoffice  addresses.  Number  of  shares. 


6.    The  period  of  existence  of  this  corporation  is  limited  to 
years.9    (Or  it  may  be  perpetual.) 

7  (Here  state  any  provisions  which  the  incorporators  may  choose 
to  insert  for  the  regulation  of  the  business  and  conduct  of  the  affairs 
of  the  corporation;  and  provisions  may  be  inserted  creating,  denning, 
limiting  and  regulating  the  powers  of  a  corporation,  the  directors,  and 
the  stockholders,  or  any  class  or  classes  of  stockholders,  but  such  pro- 
visions must  not  be  inconsistent  with  the  laws  of  the  state.) 

8  The  board  of  directors  shall  consist  of  members  to  be 

elected  annually  by  the  stockholders  at  such  time  and  place  as  may 
be  provided  by  the  by-laws.10 


l§  188. 

2  §§  189,  490,  501  et  seq. 

3  §§  40-43,  191. 
*  §§  193,  3403. 

5  §  3407. 

8— Thomp.  Cobp.  VII. 


e§  205. 

'See  §§  3427,  3586,  3590-3593. 

8  §  175. 

8  §  190. 

»'§§  915,  1066. 


114  CORPORATION    FORMS. 

9.  The  board  of  directors  of  this  corporation  shall  have  power,  by 
a  vote  of  a  majority  of  all  the  directors,  and  without  any  concurrence 
of  the  stockholders,  to  make,  alter,  amend  and  rescind  the  by-laws  of 
this  corporation.11 

10.  Stockholders  of  this  corporation  shall  not  be  individually  or 
personally  liable  for  the  debts,  defaults,  contracts,  torts,  or  obligations 
of  this  corporation  after  the  full  payment  of  stock  subscriptions.12 

In  witness  whereof,  etc. 

(Signed  by  not  less  than  three  but  by  all  corporators  in  the  pres- 
ence of  witnesses,  and  duly  acknowledged.13) 

11  §  202.  13  §§  194,  198. 

32  §  4725. 


FORM  77. 

Articles  of  Incorporation — North  Dakota. 

Know  all  men  by  these  presents  that  the  undersigned  have  this  day 
associated  ourselves  together  and  do  hereby  unite  in  the  following 
articles  of  incorporation  for  the  purpose  of  incorporating  under  the 
laws  of  the  state  of  Xorth  Dakota,  and  we  do  hereby  make  and  execute 
the  articles  of  incorporation  as  follows : 

1.  The  name  of  this  corporation  shall  be -1 

2.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are:2    (Here  insert.) 

3.  The  principal  office  and  place  of  business  of  this  corporation 
shall  be  at  the  city  of ,  county  of ,  state  of  Xorth  Da- 
kota.3 

4.  The  term  of  the  existence  of  this  corporation  shall  be  

years  from  and  after  the  date  of  its  incorporation.4 

5.  The  number  of  the  directors  of  this  corporation  who  shall  man- 
age its  business  and  prudential  affairs,  shall  be .5    The  names 

and  residences  of  the  directors  who  shall  manage  the  business  and 
prudential  affairs  of  this  corporation  until  their  successors  are  elected 
and  qualified,  are  :6 

Xames.  Residences. 


*§  1SS.  «§  190. 

2§§  40-43,  191.  5§§  915,  1066. 

3§§  189,  490,  501  et  seq.  6§§  194,  1080. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  115 

6.    The  capital  stock  of  this  corporation  shall  be  dollars,7 

divided  into shares  of  the  par  value  of dollars  each.8 

In  witness  whereof,  etc. 

(Signed  by  all  corporators,  three  or  more,  in  the  presence  of  wit- 
nesses and  acknowledged.9) 

7  §§  193,  3403.  »  §§  198,  199. 

6  §  3407. 


FORM  78. 
Articles  of  Incorporation — Ohio. 

We,  the  undersigned,  a  majority  of  whom  are  citizens  of  the  state 
of  Ohio,  desiring  to  form  a  corporation  for  profit,  under  the  general 
corporation  laws  of  said  state,  do  hereby  make  and  execute  the  follow- 
ing articles  of  incorporation : 

First :  The  name  of  this  corporation  is  "The Company."1 

Second :   This  corporation  is  to  be  located  at  the  city  of ,  in 

the  county  of  ,  Ohio,  and  its  principal  business  there  trans- 
acted.2 

Third:  This  corporation  is  organized  and  formed  for  the  objects 
and  purposes,  as  follows:3    (Here  insert  the  purposes.) 

Fourth :  The  capital  stock  of  this  corporation  shall  be dol- 
lars,4 divided  into shares  of dollars  each.5 

Fifth :  Each  stockholder,  irrespective  of  the  amount  of  stock  owned 
by  him,  shall  be  entitled  to  but  one  vote,  at  any  election  of  directors, 
or  upon  any  subject  submitted  at  a  stockholders'  meeting.  (This  pro- 
vision may  be  incorporated  ;6  otherwise,  the  stockholders  have  a  right 
to  cumulate  their  votes  in  the  election  of  directors.7) 

Sixth :  No  single  person  or  corporation  shall  hold  or  own  stock  in 
excess  of  one  hundred  dollars  of  the  face  value  thereof.8  (This  provi- 
sion should  be  inserted  in  articles  of  incorporation  where  the  right  to 
vote  is  limited  as  in  article  5.) 

Seventh:    The  business  and  prudential  affairs  of  this  corporation 

shall  be  managed  by  a  board  of directors,  who  shall  be  chosen 

at  the  annual  meeting  of  the  stockholders.9 

(Signed  and  acknowledged.10) 

*§  188.  6See  §§  859-861. 

=  §§  189,  490,  501  et  seq.  7§§  886-888. 

3§§  40-43,  191.  s§  3523. 

4§§  193>  3403.  9§§  915,  1066. 

5§  3407.  10§§  198,  199. 


11G  CORPORATION    FORMS. 

FOEM  79. 
Articles  of  Incorporation — Ohio. 

INSURANCE    COMPANIES. 

We,  the  undersigned  (here  name  at  least  thirteen)  citizens  of  the 
state  of  Ohio,  hereby  declare  our  intention  to  form  a  corporation  un- 
der the  laws  of  said  state  for  insuring  the  lives  of  individuals  on  the 
stock  plan  (or  mutual  plan),  and  for  granting,  purchasing,  and  selling 
annuities  and  for  all  purposes  connected  with  or  incident  thereto  (if 
for  fire  insurance,  say  for  insuring  all  kinds  of  real  and  personal  prop- 
erty against  loss  or  damage  by  fire  or  lightning)  and  hereby  make, 
execute,  and  adopt  as  the  charter  of  said  company,  the  following  ar- 
ticles of  incorporation  containing  the  regulations  and  provisions  fol- 
lowing, to  wit : 

Sec.  1.  The  name  of  this  company  shall  be  "The  Com- 
pany."1 

Sec.  2.  This  corporation  shall  be  located  and  have  its  general  office 
at  the  city  of ,  county  of ,  state  of  Ohio.2 

Sec.  3.  The  purpose  of  said  company  is  to  make  insurance  on  the 
lives  of  individuals,  payable  either  after  the  death  of  the  assured  or 
after  the  lapse  of  a  specified  time,  on  the  life  or  endowment  plan. 
The  company  shall  not  be  confined  to  either  plan,  but  may  effect 
insurance  on  both  plans,  and  may  also  make  insurance  upon  lives 
on  any  other  plan  not  inconsistent  with  the  laws  of  Ohio,  provided 
all  members  shall  be  treated  equitably  in  sharing  the  benefits  and 
burdens  of  the  company,  and  the  company  may  also  grant,  pur- 
chase or  dispose  of  annuities.3 

And  if  for  fire  insurance,  this  section  shall  be  as  follows : 

The  purpose  for  which  said  corporation  is  formed  is  to  insure  all 
kinds  of  real  and  personal  property  against  loss  or  damage  by  fire  or 
lightning. 

Sec.  4.  The  corporate  powers  of  the  company  shall  be  exercised  by 
a  board  of  directors,4  who  shall  elect  a  president,  vice-president,  secre- 
tary, and  treasurer,  as  executive  officers  to  manage  the  affairs  of 
the  company,  subject  to  the  control  of  the  directors.5 

Sec.  5.  There  shall  be  seven  directors,  who  shall  be  stockholders 
of  the  company,  and  a  majority  of  them  shall  be  citizens  of  Ohio. 
They  shall  be  elected  at  the  annual  meeting  of  the  company  in  each 
year.6   The  number  of  directors  may  be  increased  to  any  number,  not 


1  §  188. 

*  §  1066. 

2  §§  189,  490,  501  et  seq. 

B§  1068. 

3  §§  40-43,  191. 

6§  915. 

ARTICLES   AND    CERTIFICATES   GENERALLY.  11 7 

exceeding  twenty-one,  by  the  stockholders.7  Vacancies  in  the  board  of 
directors  may  be  rilled  by  the  directors  at  any  meeting  called  for  that 
purpose,  or  at  the  written  request  of  any  stockholder.8  The  president 
of  the  company  shall  call  a  meeting  of  the  stockholders,  giving  them 
at  least  ten  days'  notice  in  writing,  who  shall  fill  the  vacancy  in  the 
board  by  an  election,  and  any  director  elected  by  the  other  directors 
may  be  superseded  by  a  director  elected  by  the  stockholders.9  The  di- 
rectors shall  make  full  reports  of  the  business  to  the  stockholders,  at 
least  once  each  year,  at  the  annual  meeting,  and  the  books,  papers 
and  records  of  the  company  shall  at  all  times  be  open  to  the  inspection 
of  the  stockholders.10 

Sec.  6.  The  capital  of  the  company  shall  consist  of  five  hundred 
thousand  dollars,11  divided  into  5,000  shares  of  $100  each,12  and  shall 
all  be  subscribed  for,  taken  and  paid  for,  before  any  policies  are  is- 
sued.13 

Sec.  7.    The  annual  meeting  of  the  stockholders  shall  be  held  at  the 

office  of  the  company,  in  ,  Ohio,  at  10  o'clock  a.  m.,  on  the 

second  Tuesday  of  January  in  each  year,  after  the  organization  of  the 
company.14 

Sec.  8.  In  all  elections  and  votes  of  the  stockholders  at  their  meet- 
ings, each  share  of  stock  shall  count  one  vote,  and  a  majority  of  the 
shares  of  stock  voting  at  any  such  meeting  shall  control  the  election 
and  determine  the  result.15 


In  witness  whereof,  etc. 


(Signed  and  acknowledged.16) 


7  §926.  ^§3407. 

s  §  1083.  «  §  178  et  seq. 

9  §  927.  M §  811  et  seq. 

10"§  1780  et  seq.  15  §  855  et  seq. 

»  §§  193,  3403.  M  §§  198,  199. 


FOKM  80. 

Articles  of  Incorporation — Oklahoma. 

We,  the  undersigned,  citizens  of  the  state  of  Oklahoma,  do  hereby 
voluntarily  associate  ourselves  together  for  the  purpose  of  forming 
a  private  corporation  under  the  laws  of  the  state  of  Oklahoma,  and 
we  hereby  unite  in  making  and  executing  the  following  articles  of 
incorporation : 

First. 

The  name  of  this  corporation  shall  be -1 

1  §  188. 


US 


CORPORATION    FORMS. 


Second. 

The  purposes  and  objects  for  which  this  corporation  is  formed  are  :2 
(Here  insert.) 

Third. 

The  principal  office  and  the  place  where  the  business  of  this  corpora- 
tion is  to  be  transacted,  is  at  the  city  of  ,  county  of , 

state  of  Oklahoma.3 


Fourth. 
The  period  of  existence  of  this  corporation  is 

Fifth. 


years. 


The  business  and  prudential  affairs  of  this  corporation  shall  be 

managed  and  controlled  by  a  board  of directors  ;5  the  names 

and  residences  of  the  directors  chosen  to  manage  the  business  and 
prudential  affairs  of  this  corporation  until  the  election  and  the  qualifi- 
cation of  their  successors,  are  :6 

Names.  Postoffice  addresses. 


Sixth. 
The  amount  of  the  authorized  capital  stock  of  this  corporation  shall 


be 


—  dollars,7  divided  into 
dollars  each.8 


shares  of  the  par  value  of 


Seventh. 

In  consideration  of  the  grant  of  a  charter  to  these  subscribers  and 
incorporators,  it  is  hereby  agreed  that  these  corporators,  their  associates 
and  successors,  and  this  corporation  will  submit  any  and  all  differ- 
ences it  may  have  with  its  employes  in  reference  to  labor,  to  arbitra- 
tion, as  provided  by  law,  and  that  the  charter  and  certificate  issued  to 
this  corporation  shall  so  state.9 

In  witness  whereof,  etc. 

(Signed  and  acknowledged.10) 


"  §§  40-43.  191. 

3  §§  189,  490,  501  et  seq. 

4  §  190. 

B§§  915,  1066. 
6§  194. 


'§§  193,  3403. 

8  §  3407. 

9  Constitution  of  Oklahoma. 

10  §§  198,  199. 


ARTICLES  AND   CERTIFICATES  GENERALLY.  119 

FORM  81. 
Articles  of  Incorporation — Oregon. 

We .  and  ,  whose  names  are  hereunto  sub- 
scribed, do  hereby  associate  ourselves  together  for  the  purpose  of  form- 
ing a  corporation  under  and  pursuant  to  the  laws  of  the  state  of  Ore- 
o-on  for  the  formation  of  private  corporations,  and  for  that  purpose  we 
hereby  make,  execute,  and  adopt  the  following  articles  of  incorporation 
in  triplicate : 

Art.  1.    The  name  of  this  corporation  shall  be 


Art.  2.    The  period  of  the  duration  of  this  corporation  shall  be 
years  (or  perpetual).2 


Art.  3.  The  objects  and  purposes  of  this  corporation,  and  the  enter- 
prise, business,  pursuit  or  occupation  in  which  this  corporation  pro- 
poses to  engage,  are  as  follows:3  (here  state). 

Art.  4.  The  principal  office  and  place  of  business  of  this  corpora- 
tion shall  be  at  the  city  of ,  county  of ,  state  of  Oregon.4 

Art.  5.    The  capital  stock  of  this  corporation  shall  be dol- 
lars.5 , 
Art.  6.    The  capital  stock  of  this  corporation  shall  be  divided  into 

shares  of  the  par  value  of dollars  each.6 

Signed  in  the  presence  of  witnesses  and  acknowledged.7 
(Corporations  formed  for  the  purpose  of  navigation  or  constructing 
railroads,  roads,  canals,  must  state  the  termini  thereof  in  the  ar- 
ticles; and  if  organized  for  the  purpose  of  building  bridges  the  loca- 
tion or  site  of  the  bridge  must  be  definitely  stated.) 

15I88  '§§193,3403. 

4  190'  6§  3407. 

3  §§  40-43,  191.  *  §§  198>  199" 
*§§  189,  490,  501  et  seq. 

FORM  82. 
Notice  of  Application  for  Charter— Pennsylvania. 

ADVERTISEMENT. 

Notice  is  hereby  given  to  all  persons  concerned  that  an  application 

will  be  made  to  the  governor  of  Pennsylvania  on  the  day  of 

t  by  A  B,  C  D,  E  F,  under  an  act  of  the  general  assembly  enti- 
tled "An  Act  to  provide  for  the  incorporation  and  regulation  of  certain 

corporations,"  approved ,  and  all  supplements  thereto,  for  the 

charter  of  a  proposed  corporation  to  be  named ,  the  object  and 


120  CORPORATION    FORMS. 

purpose  of  which  is  (here  state  general  purpose),  and  for  such  pur- 
pose to  have,  possess  and  enjoy  all  the  rights,  privileges  and  benefits 
of  said  company  and  all  supplements  thereto;  the  complete  charter 
of  which  is  as  follows:1    (Here  set  out  entire  charter.) 


Solicitor. 
1  §  215. 

FOKM  83. 
Proof  of  Publication. 

(Attach  copy  of  notice.) 

State  of  ,  county  of ,  A  B,  being  duly  sworn,  upon 

oath  says,  that  he  is  one  of  the  corporators  of  the  proposed  corporation 

to  be  known  as ;  that  a  notice,  of  which  the  attached  is  a  true 

copy,  was  published  in  the (name  of  a  paper)  both  newspapers 

of  general  circulation,  printed  and  published  in  the  county  of . 

state  of ,  on  the day  of ,  1910. 

(Subscribed  and  sworn  to.) 


FORM  84. 
Application  for  Charter  to  the  Governor— Pennsylvania. 

Pursuant  to  an  act  of  the  general  assembly  of  the  state  entitled 
"An  Act  to  provide  for  the  incorporation  and  regulation  of  certain 

corporations,"  approved  on  the day  of ,  and  the  several 

supplements  thereto,  the  undersigned  A  B,  C  D,  and  E  F,  etc., 

of  whom are  citizens  of  said  state,  have  associated  themselves 

together  for  the  purpose  of  organizing  a  corporation  and  desire  to  be 
incorporated,  and  that  a  charter  may  be  issued  to  them  and  their  suc- 
cessors according  to  law. 

They  further  represent  and  show  that  they  have  adopted  as  the  name 

of  the  proposed  incorporation  the  ;2  that  said  corporation  is 

formed  for  the  purpose  of3  (here  state  purpose  generally)  ;  that  the 
general  office  and  place  of  business  of  said  corporation  is  to  be  in 

;4  that  said  corporation  is  to  exist  for  the  term  of  

years.5 

a  §  18g.  *  §§  189,  490,  501  et  seq. 

8§§  40-43,  191.  B§  190. 


ARTICLES   AND    CERTIFICATES   GENERALLY.  121 

They  would  further  show  that  the  name  and  residence  of  the  sub- 
scribers and  the  number  of  shares  subscribed  by  each  are  as  follows  :6 
Name.  Residence.  No.  of  shares. 


They  would  further  represent  and  show  your  Excellency  that  the 

number  of  directors  of  said  corporation  is  fixed  at ,7  and  the 

names  and  residences  of  those  who  are  chosen  directors  to  manage  the 
affairs  of  the  said  corporation  for  the  first  year  are  as  follows  :8 
Names.  Residences. 


It  is  further  shown  that  the  amount  of  the  capital  stock  of  the  said 

corporation  is dollars,9  divided  into shares  of  the  par 

value  0f dollars,  and  that dollars,10  being  10  per  cent. 

and  more  of  the  said  capital  stock,11  has  been  paid  in  cash  to  G  H, 
the  treasurer  of  said  corporation  whose  residence  is . 

(Signed,  acknowledged  and  sworn  to.12) 


e *  175  »  §  3407. 

-■  §§915,  1066.  uSee   §§  179,  193,  205,  564,  3900, 

s§§  194'  1080.  3933. 

'§§  193,  3403.  12§§  198,  199. 


FORM  85. 
Articles  of  Incorporation — Philippine  Islands. 

Know  all  men  by  these  presents,  that  we,  the  undersigned,  a  ma- 
jority of  whom  are  residents  of  the  Philippine  Islands,  do  hereby 
voluntarily  associate  ourselves  together  for  the  purpose  of  forming  a 
corporation  under  the  laws  of  the  Philippine  Islands,  and  do  hereby 
make,  adopt,  and  execute  the  following  articles  of  incorporation  and 
certificate. 

First.   The  name  of  this  corporation  shall  he:1    (Here  state.) 

Second.  The  purposes  for  which  this  corporation  is  formed  are: 
(Here  state  purposes.)2 

Third.  The  place  where  the  principal  office  and  place  of  business  of 

>  §  188.  2  §  191- 


122 


CORPORATION    FORM-. 


this  corporation  is  to  be  established  and  located  is:  (Here  insert 
place).3 

Fourth.  The  term  for  which  this  corporation  is  to  exist  is  fifty 
years.4 

Fifth.  The  names  and  residences  of  the  incorporators  of  this  cor- 
poration are  as  follows:  (  Nut  Less  than  Bix  nor  more  than  fifteen,  a 
majority  of  whom  must  be  residents  of  the  Philippine  Islands.) 

Names.  |;.  iidi  ■ 


Sixth.  The  business  and  prudential  affairs  of  this  corporation  shall 
be  managed  by  a  board  of  seven  directors.6  (Cannot  be  less  than  five, 
nor  more  than  eleven.  | 

Seventh.  The  name-  and  residences  of  the  directors  of  this  corpora- 
tion who  are  to  serve  until  their  successors  are  elected  and  qualified 
as  may  he  provided  by  the  by-laws  are  as  follows,  to  wit  :7 

Name-.  I;,  sideni  i  s. 


Eighth.   The  capital  Btock  of  this  corporation  is peso-,  and 

said  capital  stock  is  divided  into  share-,  and  the  par  value  of 

each  is pesos.8 

Ninth.  The  amount  of  said  capital  stock  winch  has  been  actually 
subscribed  is peso-,  and  the  following  named  persons  have  sub- 
scribed for  the  number  of  shares  and  the  amount  of  capital  stock  set 
opposite  their  respective  nam<  - 

Amount  of  stock 

Names.  Residences.  No.  of  Bhares.  subscribed. 


Tenth.  The  following  named  persons  have  paid  on  the  shares  of 
capital  stock  for  which  they  have  subscribed  the  amounts  set  opposite 
their  respective  names  as  follows:10 


3  §§  189,  490,  501  et  seq. 

4  §  190. 
6§  175. 

6§§  915,  1066. 
7  §§  194,  1080. 


8§§  193,  3403,  3407. 

9  See  §  545  et  seq. 

10  §§  175,  193,  564,  3687,  3699,  3705, 
3711. 


ARTICLES    AND   CERTIFICATES   GENERALLY.  123 

Amount  paid  on 
Xames.  Residences.  Subscriptions. 


Eleventh.  That  A  B  has  been  elected  by  the  subscribers  as  treasurer 
of  this  corporation  to  act  as  such  until  his  successor  is  duly  elected  and 
qualified  in  accordance  with  the  by-laws,  and  as  such  treasurer  he  has 
been  authorized  to  receive  for  the  corporation  and  to  receipt  in  its 
name  for  all  subscriptions  paid  in  by  said  subscribers.11 

Twelfth.  (If  the  corporation  is  a  railroad,  tramway,  wagonroad, 
telephone,  or  telegraph  company  the  articles  must  so  state  and  there 
must  be  inserted  the  length  of  said  railroad,  tramway,  wagonroad, 
telephone  or  telegraph  line,  the  provinces  through  which  the  same  will 
pass  and  all  its  intermediate  branches  and  connections.  If  a  railroad 
or  tramway,  there  must  be  inserted  the  gauge  of  the  road,  the  motive 
power  and  the  materials  to  be  used,  the  means  of  applying  such  power 
and  the  materials  to  be  used  in  its  construction.  If  it  be  a  wagonroad 
corporation,  there  must  be  inserted  the  width  of  the  road,  the  method 
of  construction  and  the  material  to  be  used.  If  it  be  a  telegraph  or 
telephone  corporation  there  must  be  inserted  the  materials,  appliances, 
the  method  of  construction  and  the  system  to  be  used.) 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
10th  day  of  January,  A.  D.  1910. 

(Signed  by  all  incorporators  in  presence  of  witnesses.) 

City  of  Manila,  Province  of ,  Philippine  Islands,  ss: 

On  this  10th  day  of  January,  A.  D.  1910,  before  me  Raymond 
Bacon,  a  notary  public  in  and  for  said  city  of  Manila,  province  of 

,  personally  appeared   (name  the  incorporators)  known  to  me 

to  he  the  persons  whose  names  are  subscribed  and  who  executed  the 
within  instrument,  and  each  of  them  acknowledged  to  me  that  he 
freely  and  voluntarily  executed  the  same. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  the  day  and  date  last  above  written. 

Raymond  Bacon,  Xotary  Public. 

City  of  Manila,  Province  of ,  Philippine  Islands,  ss: 

E  F,  being  duly  sworn,  disposes  and  says  that  on  the  10th  day  of 
January,  A.  D.  1910,  he  was  duly  elected  by  the  subscribers  named  in 
the  foregoing  articles  of  incorporation  as  treasurer  of  said  corporation 

11  §§  539  et  seq.,  1557  et  seq. 


124  CORPORATION    FORMS. 

to  act  as  such  until  his  successor  has  been  duly  elected  and  qualified 
pursuant  to  the  by-laws  of  the  corporation,  and  that  as  such 'treasurer 
he  has  been  authorized  by  the  subscribers  to  receive  for  the  corpora- 
tion all  subscriptions  paid  in  by  subscribers  to  the  capital  stock  of  said' 

corporation ;  and  affiant  further  says  that pesos'  worth  of  stock 

has  been  actually  subscribed  and  that  of  said  subscription pesos 

has  been  paid  for  the  benefit  and  to  the  credit  of  said  corporation. 
(Subscribed  and  sworn  to.) 


FORM  86. 

Articles  of  Incorporation — Porto  Rico. 

We,  the  undersigned,  hereby  united  and  associate  ourselves  to- 
gether for  the  purpose  of  forming  a  corporation  and  hereby  execute, 
acknowledge  and  adopt  the  following  articles  of  incorporation,  to  wit : 

1.  The  name  of  this  corporation  is :     (Here  insert.)1 

2.  The  place  of  the  principal  office  and  place  of  business  of  this 
corporation  is  in  the  city  of  San  Juan,  No.  500  Del  Fuega  street, 
Island  of  Porto  Rico.2 

3.  The  period  limited  for  the  duration  of  this  corporation  is  fifty 
years.3 

4.  The  objects  for  which  this  corporation  is  formed  are:  (Here 
state.)4 

5.  The  amount  of  the  total  authorized  capital  stock  of  this  corpo- 
ration is  $100,000,   divided  into   1,000  shares  of  the  par  value  of 

dollars  each;5  and  there  has  now  been  paid  in  of  said  capital 

stock  with  which  the  corporation  shall  commence  business  the  sum  of 
dollars6  (in  no  case  less  than  $1,000). 

6.  The  names  and  postoffice  addresses  of  the  incorporators  and  the 
number  of  shares  subscribed  for  by  each  and  the  amount  of  their  sub- 
scription paid  in  by  each,  are  as  follows,7  to  wit : 

No.  of  shares 
Names.        Postoffice  addresses.        subscribed.        Amount  paid  in. 


*§  188.  3711,  3933,  3960. 

-  §§  189,  490,  501  et  seq.  6  §§  178,   179,   193,   205,   564,    3900, 

3§  190.  3933. 

4§§  40-43,  191.  7§  175. 

8§§  175,  193,  564,  3687,  3688,  3699, 


ARTICLES    AND    CERTIFICATES   GENERALLY. 


12; 


The  business  and  prudential  affairs  of  this  corporation  shall  be  man- 
ned by  a  board  of  seven  directors;8  and  the  following  named  persons 
have  been  selected  to  act  as  directors  for  the  first  year  and  until  their 
successors  are  elected  and  qualified,  to  wit:9    (Names  of  directors  ) 

Insert  any  provisions  for  the  regulation  of  the  business  and  the 
conduct  of  the  corporate  affairs,  or  for  creating,  defining,  limiting 
and  regulating  powers  of  the  directors  or  stockholders,  consistent  with 
the  governing  code.10 

In  witness  whereof. 

(Signed  and  acknowledged  by  the  corporators.) 

s  §§915,1066.  -See  §1184. 

*  §§  194,  1080. 

FORM  87. 

Articles  of  Incorporation— Rhode  Island. 

Know  all  men  by  these  presents  that  we,  the  undersigned,  hereby 
associate  ourselves  together,  unite  in  and  make,  execute,  and  adopt  the 
following  articles  of  agreement  and  of  incorporation. 

First    We  hereby  agree  to  and  with  each  other  to  associate  ourselves 
together  for  the  purpose  of  constituting  a  corporation  under  and  by 
virtue  of  chapter  176  of  the  general  laws  of  the  state  of  Ehode  Island. 
Second.   This  corporation  shall  be  known  by  the  name  of 
Third.   This  corporation  is  organized  and  constituted  for  the  pur- 
pose of  engaging  in  the  business  of  :2    (Here  state.) 

Fourth.  The  principal  office  of  this  corporation  and  the  place  where 
its  business  shall  be  transacted  and  carried  on  is  at  the  city  of  —     - 

county  of ,  state  of  Ehode  Island.3 

Fifth    The  capital  stock  of  this  corporation  shall  be  common  stock 

in  the  amount  of dollars/  to  be  divided  into shares  of 

the  par  value  of  dollars  each.5    (Provision  may  be  made  for 

preferred  stock.)6    (Forms  460-474.) 

Sixth.  This  corporation  shall  have  a  lien  on  the  stock  of  any  other 
holder  for  any  assessment  or  debt  due  it,  to  be  enforced  in  such  manner 
as  the  by-laws  may  provide.7 

Seventh.  No  stockholder  shall  sell  and  transfer  his  stock  without 
first  offering  it  to  this  corporation  at  the  lowest  price  at  which  he  is 
willing  to  sell  before  same  shall  be  sold  by  him  to  any  other  person; 

1  r  18Q  B§  3407. 

•88  40  W   191  6See  §§  3427,  3586,  3590-3593, 

•  |!  189    490,  501  et  seq.  7  §§  196,  4001  et  seq. 

*§§  193,  3403. 


126  CORPORATION    FORMS. 

but  the  corporation  must  determine  within days  from  the  time 

of  making  such  offer,  or  the  stockholder  may  then  sell  his  stock  to 
any  other  person.8 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  stated  the 

place  of  our  residences  this day  of ,  A.  D.  1910. 9 

Xames.  Residences. 


*  §  4135  et  seq.  •  §§  198,  199. 

FORM  88. 

Articles  of  Incorporation — South  Carolina. 

petition  to  secretary  of  state. 

State  of  South  Carolina,  County  of . 

To  the  Secretary  of  State  of  the  State  of  South  Carolina: 

We,  the  undersigned  petitioners, , and ,  hereby 

petition  for  a  charter  and  articles  of  incorporation  under  and  pursuant 
to  the  laws  of  the  state  of  South  Carolina,  providing  for  the  formation 
of  private  corporations,  and  present  and  file  the  following  as  our 
written  declaration  and  application  for  such  charter : 

First:    That  the  names  and  respective  places  of  residence  of  the 
persons  herein  desiring  to  form  themselves  into  such  corporation  are  :x 
Xames.  Residences. 


Second:     That   the   name    of    the    proposed   corporation   shall    be 


Third:  That  the  principal  office  and  place  at  which  the  proposed 
corporation  is  to  have  its  place  of  business,  or  to  be  located,  is  at 
the  city  of ,  county  of ,  state  of  South  Carolina.3 

Fourth :  The  general  nature  of  the  business  which  this  corporation 
proposes  to  do,  is  as  follows:4    (Here  state.) 

Fifth:  The  capital  stock  of  this  corporation  is  to  be  dol- 
lars, payable  as  follows  :5    (Here  state  terms  of  payment.) 

l%  175.  4§§  40-43,  191. 

2§  188.  B§§  193,  3403. 

3  §§  189,  490,  501  et  seq. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  Yil 

Sixth:   The  said  capital  stock  shall  be  divided  into  shares 

of  the  par  value  of dollars  each.6 

Seventh :  The  period  of  existence  of  this  corporation  shall  be 

years7  (or  perpetual). 

Eighth:  (The  incorporators  may  here  set  out  any  provisions  de- 
sired relative  to  the  management  and  control  of  the  corporation.) 

Wherefore,  your  petitioners  pray  that  there  may  be  issued  to  them 
by  the  secretary  of  state  a  commission  authorizing  them  to  open  books 
for  subscriptions  to  the  capital  stock  of  the  said  proposed  corporation, 

after  public  notice  of days  in ,  a  newspaper  published  in 

the  said  county  of ,  state  of  South  Carolina. 

In  witness  whereof,  etc.  ( Signed. ) 

(Upon  filing  the  above  petition,  the  secretary  of  state  issues  to  the 
petitioners  a  commission  constituting  them  a  board  of  corporators 
and  authorizes  them  to  open  books  for  subscription  to  the  capital  stock 
after  such  public  notice  as  may  be  required.  After  the  books  have 
been  opened  and  subscriptions  in  at  least  50  per  cent  of  the  capital 
stock  obtained,  a  meeting  of  the  subscribers  should  be  held  for  the 
election  of  directors,  who  should  then  meet,  elect  officers,  and  com- 
plete the  organization.  Upon  payment  of  at  least  20  per  cent  of  the 
capital  stock,  a  certificate  of  organization  known  as  the  return  of  cor- 
porators, must  be  made  and  filed  with  the  secretary  of  state.) 

8  §  3407.  T  §  190. 


FORM  89. 

Return  of  Corporators — South  Carolina. 

State  of  South  Carolina,  County  of . 

To  the  Secretary  of  State  of  the  State  of  South  Carolina : 

Whereas,  ,  and  ,  did,  on  the  day  of 

,  1910,  file  in  your  office  as  secretary  of  state  of  the  state  of 

South  Carolina,  a  written  declaration  signed  by  themselves  setting 
forth : 

(Here  set  out  a  copy  of  the  petition  or  its  substance.) 

And  whereas,  and  of  the  above  named  petitioners 

were  appointed  by  you  a  board  of  corporators,  we,  the  undersigned, 
as  said  board  of  corporators  (or  a  majority  thereof)  respectfully  cer- 
tify as  follows:    - 

1.    That  all  the  requirements  of  Title  XLVIII,  Article  I,  of  the 


128  CORPORATION   FORMS. 

civil  code  of  South  Carolina,  1902,  and  all  amendments  thereto  have 
been  duly  and  fully  complied  with;8  that  50  per  cent  of  the  aggre- 
gate amount  of  the  capital  stock  has  been  subscribed  by  bona  fide  sub- 
scribers.9 

2.  And  pursuant  to  notice  published  as  required  by  you,  a  meeting 

of  the  said  corporators  and  stockholders  was  held  on  the  day 

of  ,  at  which  a  majority  of  all  stock  in  value  was  present  in 

person  or  by  proxy,  and  thereupon  the  following  directors  were  duly 
elected:10    (Here  set  out  names  of  directors.) 

3.  That  thereafter  and  immediately  upon  the  adjournment  of  such 
stockholders'  meetings,  A  B  was  elected  as  president,  C  D  was  elected 
as  vice-president,  E  F  was  elected  as  secretary  and  G  H  as  treasurer.11 

4.  That  over  20  per  cent  of  the  capital  stock  subscribed  has  been 
paid  in  cash  to  the  treasurer.12 

"Wherefore,  your  petitioners  pray  that  a  charter  be  issued  to  said 
corporation  and  in  its  name  and  for  the  purpose  indicated  in  the  said 
written  declaration  and  petition  of  the  subscribers. 

(Signed.13) 

(On  presentation  and  proof  of  this  return  of  corporators,  the  secre- 
tary of  state  then  issues  a  charter  for  the  proposed  corporation.) 

8§  178.  u§  1068. 

9  §  205.  M  §§    175,    193,    564,    3902    et    seq., 

3°l§§  805,  807,    808,    915    et    seq.,     3933,  3960. 
1066.  13§  198. 


FORM  90. 

Articles  of  Incorporation — South  Dakota. 

Be  it  known  by  these  presents,  that  we,  the  undersigned,  for  our- 
selves, our  associates  and  successors,  hereby  associate  ourselves  to- 
gether for  the  purpose  of  forming  a  corporation  under  and  by  virtue 
of  the  statutes  and  laws  of  the  state  of  South  Dakota,  and  we  do  here- 
by unite  in  and  execute  the  following  certificate  and  articles  of  in- 
corporation : 

1.  The  name  of  this  corporation  shall  be -1 

2.  The  period  of  the  existence  of  this  corporation  shall  be 

years.2 


3.    The  principal  business  of  this  corporation  shall  be  transacted 

at  the  city  of ,  county  of ,  in  said  state  of  South  Dakota.3 

And  this  corporation  shall  have  an  office  in  the  city  of  Minneapolis, 

1  §  188.  3  §§  189,  490,  501  et  seq. 

2  §  190. 


ARTICLES    AND   CERTIFICATES   GENERALLY.  129 

county  of  Hennepin,  state  of  Minnesota,  at  which  place  the  corpora- 
tion may  hold  meetings  of  the  stockholders  or  directors  on  due  and 
sufficient  notice,  or  as  provided  in  the  by-laws.4 

4.  The  purpose  for  which  this  corporation  is  formed  shall  be  :5 
(Here  insert  fully  and  in  detail  the  purposes  of  its  organization.) 

5.  The  capital  stock  of  this  corporation  shall  be  dollars,9 

divided  into shares  of dollars  each.7    (The  articles  may 

provide  for  issuing  preferred  stock.8) 

6.  The  number  of  directors  of  this  corporation  shall  be ;° 

and  the  names  and  residences  of  those  selected  to  serve  for  the  first 
year  or  until  the  election  of  their  successors,  are  as  follows:10 

Names.  Eesidences. 


7.    The  name  of  the  resident  agent  of  this  corporation,  upon  whom 

service  of  process  may  be  made,  is  A  B,  of  the  city  of ,  South 

Dakota,  and  service  upon  him  shall  be  taken  and  held  as  due  and  per- 
sonal service  upon  this  corporation.11  (This  article  applies  to  corpo- 
rations organized  under  the  laws  of  the  state  of  South  Dakota  but 
transacting  the  corporate  business  in  another  state.) 

In  witness  whereof  we  have  hereunto  set  our  hands,  etc.12 

(Duly  acknowledged.13) 

4§§  1134-1137.  fl§§  915,  1066. 

5§§  40-43,  191.  10§§  194,  1080. 

0  §§  193,  3403.  n  §§  1137,  6761  et  seq. 

7§  3407.  B§  198. 

8  See   §§  3427,  3586  et  seq.,   3590-        13  §  199. 
3593. 


FOEM  91. 
Articles  of  Incorporation — South  Dakota. 

YUKON  MINING  &  MILLING  COMPANY. 

Know  all  men  by  these  presents  that  we,  the  undersigned,  Frank 
Wright,  Anderson  Zeigler,  and  Louis  Deschler,  for  ourselves,  our  as- 
sociates and  successors,  have  associated  ourselves  together  for  the  pur- 
pose of  forming  a  corporation  under  and  by  virtue  of  the  statutes  and 
laws  of  the  state  of  South  Dakota,  and  we  do  hereby  certify  and  de- 
clare as  follows,  viz. : 

9— Thomp.  Corp.  VII. 


130  CORPORATION    FORMS. 

First :  The  name  of  this  corporation  shall  be  "Yukon  Mining  & 
Milling  Company."1 

Second :  The  purpose  for  which  this  corporation  is  formed,  is  to 
conduct  the  business  of:2 

1.  Mining,  smelting,  refining,  reducing  and  dealing  in,  and  with 
all  sorts  of  ores,  metals,  minerals,  and  the  prospecting,  locating,  open- 
ing, operating  and  developing  of  mines,  oil  wells,  quarries  and  mineral 
deposits  of  all  descriptions. 

2.  Constructing  and  operating  mills,  factories,  machine  shops  and 
industrial  plants  of  all  descriptions,  and  the  buying,  selling  and  deal- 
ing in  and  with  all  supplies,  merchandise  and  materials,  raw  or  pre- 
pared, useful  or  convenient,  in  connection  therewith. 

3.  Establishing  and  conducting  savings  institutions,  loan,  trust 
and  investment  companies,  and  guaranty  and  insurance  institutions, 
either  directly  or  indirectly,  in  such  form  and  manner  as  the  laws  may 
permit.3 

•A.  Farming,  planting  and  tilling  the  soil  and  the  operating  of 
farms,  ranches,  orchards,  plantations  and  haciendas,  and  all  indus- 
tries appurtenant  thereto. 

5.  Constructing  and  operating  tram  roads,  canals,  irrigating  sys- 
tems, steamboats,  steamships  and  ships  and  vessels  of  all  kinds. 

6.  Buying,  selling,  leasing  and  improving  lands,  town  sites  and 
territories,  and  laying  out,  plotting,  subdividing  and  colonizing  the 
same.3 

Third :  The  place  where  the  principal  business  of  this  corporation 
shall  be  transacted  is  Pierre,  in  the  county  of  Hughes,  and  state  of 
South  Dakota.4  But  a  branch  office  may  be  located  at  New  York 
city,  where  said  corporation  may  hold  meetings  of  its  stockholders 
and  directors  and  the  said  corporation  may  do  business  in  any  part  of 
the  world.5 

Fourth :  The  term  for  which  this  corporation  shall  exist  shall  be 
fifteen  (15)  years.6 

Fifth :  The  number  of  directors  of  this  corporation  shall  be  seven,7 
and  the  names  and  residences  of  such  who  are  to  serve  until  the 
election  of  their  successors  are  as  follows : 

Names.  Besidences. 


M  188.  5§§  1134-1137. 

2  §  40-43,  191.  6  §  190. 

3  §  41.  7  §  915  et  seq. 

4  §§  189,  490,  501  et  seq.  s  §§  194,  1080. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  131 

Sixth:  The  amount  of  the  capital  stock  of  this  corporation  shall 
be  four  million  five  hundred  thousand  dollars  ($4,500,000), 9  divided 
into  four  hundred  fifty  thousand  (450,000)  shares,  of  the  par  value 
of  ten  dollars  ($10)  each.10 

In  testimony  whereof,  we  have  hereunto  set  our  hands  this  31st 

day  of  March,  1910.11 

Frank  Wright, 
Anderson  Zeigler, 
Louis  Deschler. 
(Acknowledgments  in  due  form.12) 

(Special  affidavit  by  two  incorporators  that  incorporation  is  in 
good  faith  and  not  to  avoid  the  provisions  of  the  South  Dakota  anti- 
trust laws.) 

9  §§  193,  3408.  "  §  198- 

io  §  3407.  12  §  199- 


FOEM  92. 

Articles  of  Incorporation — Tennessee. 

The  Tennessee  statute  prescribes  the  form  for  many  of  the  corpora- 
tions to  be  organized  in  that  state.  These  forms  are  not  essentially 
different  except  in  the  statement  of  the  objects  and  purposes  of  the 
corporation.  The  following  is  given  as  a  form  that  may  be  ordinarily 
taken  with  a  change  in  the  statement  of  the  objects  and  purposes  of 
the  corporation: 

STATE  OF  TENNESSEE. 

CHARTER  of  incorporation. 

Be  it  known  that (five  persons  or  more),  all  of  whom  are 

above  the  age  of  twenty-one,  are  hereby  constituted  a  body  politic 
and  corporate  by  the  name  and  style  of  (here  insert  name),  for  the 
purpose  (here  insert  purpose).  The  general  powers  of  said  corpora- 
tion are  (here  insert  powers).  I 

i. 
4 

FORM  93. 

Charter  of  Incorporation — Tennessee. 

(The  statutory  form  for  all  private  corporations  not  otherwise  pro- 
vided, is  as  follows:) 

Be  it  known  that  by  virtue  of  the  general  laws  of  the  land, 


_  ana ,   incorporators,   are   hereby   constituted   a  body 


132  CORPORATION   FORMS. 

politic  and  corporate  by  the  name  and  style  of ,*  for  the  pur- 
pose of2  (here  state  purpose)  with  a  capital  stock  of dollars.8 

The  statute  provides  that  any  five  or  more  persons,  over  the  age 
of  twenty-one,  desiring  to  form  a  corporation  for  any  of  the  purposes 
mentioned  in  the  statute,  shall  copy  the  form  of  the  charter  adapted 
to  the  purpose,  filling  the  necessary  blanks,  and  append  to  the  same 
an  application  in  these  words : 

"We,  the  undersigned,  apply  to  the  state  of  Tennessee,  by  virtue  of 
the  laws  of  the  land,  for  a  charter  of  incorporation,  and  with  the 
powers  declared  in  the  foregoing  instrument. 

Witness  our  hands  the day  of ,  19 — ." 

(To  be  signed  by  the  applicants.) 

1  §  188.  t  s  §§  193,  3403. 

2  §§  40-43,  191. 


FOEM  94. 
Articles  of  Incorporation — Texas. 

State  of  Texas,  County  of . 


We, , ,  and (at  least  two  of  whom  are  citizens 

of county,  state  of  Texas),  under  and  by  virtue  of  the  laws  of 

the  state,  do  hereby  form  and  incorporate  ourselves  into  a  voluntary 
association,  and  do  hereby  make,  execute  and  adopt  the  following 
articles  of  incorporation : 

1.  The  name  of  this  corporation  is -1 

2.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are  as  follows :2(  Here  state  any  statutory  purpose;  distinct  purposes 
must  not  be  stated.  But  when  several  purposes  are  specified  in  one 
subdivision  of  the  statute,  then  one  or  more  of  such  purposes  may  be 
specified.3) 

3.  The  general  office  and  place  where  the  business  of  this  corpora- 
tion is  to  be  transacted  is  at ,  county  of ,  state  of  Texas.33 

4.  The  period  of  existence  of  this  corporation  is  years.4 

5.  The  business  and  prudential  affairs  of  this  corporation  shall  be 
managed  by  a  board  of directors.5 

6.  The  names  and  places  of  residence  of  the  directors  selected  and 
appointed  to  manage  and  control  the  business  and  prudential  affairs 

i§  188.  &c  Irr.,   (Tex.),  82  S.  W.  463.     See 

=  §§  40-43,  191.  also,  §  499. 

3  Ramsey  v.  Tod,  95  Tex.  614,  69  4  §  190. 

S.  W.   133;    Borden  v.  Trespalacois  B  §§  915,  1066. 


ARTICLES    AND   CERTIFICATES   GENERALLY.  133 

of  this  corporation  for  the  first  year,  and  until  their  successors  are 
elected  and  qualified,  are  as  follows  :6 

-N-ames  Postoffice  addresses. 


7  The  amount  of  the  authorized  capital  stock  of  this  corporation 
is  1 dollars,7  divided  into  shares  of  the  par  value  of 

8  (If  a  bridge  company.)    This  corporation  is  organized  for  the 
purpose  of  building,  owning  and  maintaining  a  bridge  across  — — 

river,  in  the  county  of ,  at  (or  near)  the  city  of ,  in  the 

said  state  of  Texas.  <  . 

9  (If  a  ferry  company.)    This  corporation  is  organized  for  the 
purpose  of  owning  and  operating  a  ferry  over  and  across  the  - 
river,  at  or  near  the  city  of  ,  in  the  county  of  

state  of  Texas.  m 

10  (If  a  railroad  company.)  This  corporation  is  organized  for  the 
purpose  of  owning,  constructing  and  operating  a  railroad,  composed 
of  a  graded  roadbed,  ties  and  rails,  the  necessary  bridges  stations 
and  other  suitable  and  necessary  buildings  from  the  city  of  —  — 

to  the  city  of  ,  in  the  said  state  of  Texas;  that  the  said  road 

is  run  through  the  following  named  counties,  to  wit:    (here  name 
counties),  and  the  estimated  length  of  which  road  is miles. 

In  witness  whereof,  etc. 

(Signed  and  acknowledged.) 

«§§  194,  1080.  8§3407. 

7§§  193,  3403. 

FOKM  95. 
Articles  of  Incorporation— Utah. 

State  of  Utah,  County  of ■,  ss :  ^ 

This  agreement,  made  and  entered  into  this ■  day  of  - 

1910,  by  and  between 

Witnesseth;   That,   whereas,   the  undersigned   desire   to   associ 
themselves  and  unite  for  the  purpose  of  organizing  a  corporation 
under  and  pursuant  to  the  laws  of  the  said  state  of  Utah    they  do 
hereby  declare  and  agree,  and  do  make,  execute  and  adopt  the  follow- 
ing agreement  and  articles  of  incorporation : 

1.    The  name  of  this  corporation  shall  be  --1 

l§  188 


134  CORPORATION   FORMS. 

2.    This  corporation  is  organized  at  the  city  of  ,  county  of 

,  state  of  Utah.2 


3.  The  names  of  the  corporators  and  of  the  persons  who  unite  in 
this  agreement  and  these  articles  of  incorporation  and  their  places 
of  residence  are  as  follows  :3 

Names.  Residences. 


4.  The  period  of  the  existence  of  this  corporation  shall  be 

years4  (not  less  than  three  nor  more  than  one  hundred). 

5.  It  is  agreed  by  these  corporators  that  the  proposed  corporation 
shall  engage  in,  conduct  and  carry  on  the  following  business:5  (Here 
specify  in  general  terms). 

6.  The  place  of  the  general  office  and  the  place  where  its  principnl 

business  will  be  transacted,  is  at  the  city  of ,  county  of , 

state  of  Utah.6 

7.  The  capital  stock  of  this  corporation  is  fixed  at dollars,7 

divided  into shares  of dollars  each.8 

8.  The  subscribers  hereto  have  each  subscribed  for  and  taken  the 
number  of  shares  set  opposite  their  respective  names,  to  wit : 

Names.  Shares.  Amount. 


amounting  in  all  to dollars  of  the  said  capital  stock.* 

9.    The  business  and  prudential  affairs  of  this  corporation  shall 

be  managed  by  a  board  of  directors  composed  of  members, 

each  of  whom  shall  be  a  stockholder  in  this  corporation;  they  shall 
be  elected  at  the  annual  meetings  of  the  stockholders  the  first  of  which 
shall  be  held  on  the  first  Saturday  of  January,  1910,  and  each  year 
thereafter,  and  shall  hold  their  office  for  one  year  and  until  their 
successors  are  elected  and  qualified.10  (Provision  may  be  made  for 
electing  directors  so  that  part  may  serve  for  different  terms.11)  (Pro- 
vision may  here  be  made  for  their  resignation  or  removal.12) 

10     The  names  and  places  of  residence  of  the  directors  who  have 


2  §§  189,  490,  501  et  seq. 

8  §  3407. 

8  §  175. 

9§  205. 

4§  190. 

10  §§  915,  1066. 

0  §§  40-43,  191. 

11  §  1080. 

°§  189. 

12  §  1084  et  seq, 

7§§  193,  3403. 

ARTICLES   AND   CERTIFICATES   GENERALLY.  135 

been  chosen  to  manage  the  business  and  prudential  affairs  of  this  cor- 
poration for  the  first  year  are:13 

Names.  Residences. 


11.  The  officers  of  this  corporation  shall  be  a  president,  vice-presi- 
dent, secretary  and  treasurer,  and  such  other  officers,  agents  and 
committees  as  the  board  of  directors  may  designate  and  appoint.14 

12.  A  majority  of  the  board  of  directors  shall  constitute  a  quorum 
and  be  authorized  to  transact  the  business  and  exercise  the  corporate 
powers  of  this  corporation  and  shall  fill  all  vacancies  until  the  next 
succeeding  election.15 

13.  The  private  property  of  the  stockholders  shall  not  be  liable 
for  the  obligations  of  the  corporation.16 

14.  Of  the  said  capital  stock, dollars  have  been  subscribed, 

payable  in  property  that  is  necessary  for  the  purposes  and  pursuits  of 
this  proposed  corporation,  as  agreed  upon,  which  said  property  is 
described  as  follows:17  (Here  describe  property  in  a  general  way  in 
separate  parts).  The  fair  cash  value  of  which  said  property  is 

dollars. 

15.  (Any  additional  provisions  desired  or  deemed  necessary  for 
conducting  the  business  of  the  corporation  and  for  its  future  safety  and 

welfare.) 

(Signed  and  sworn  to.18) 

(If  the  corporation  is  for  other  than  mining  or  irrigation,  the  fol- 
lowing affidavit  by  three  or  more  must  be  attached:) 

State  of  Utah,  County  of 


A  B,  C  D  and  E  F,  being  duly  sworn  upon  their  oaths,  say  that 
they  are  subscribers  and  incorporators  of  the  above  named  proposed 
corporation,  and  that  they  signed  the  said  agreement  and  articles 
of  incorporation;  they  further  show  upon  their  oath  that  they  have 
commenced  (or  it  is  bona  fide  their  intention  to  commence  and  carry 
on)  the  business  mentioned  in  the  said  agreement;  that  the  affiants 
verily  believe  that  each  party  to  the  agreement  has  paid  (or  is  able  to 
and  will  pay)  the  amount  of  the  stock  subscribed  for  by  him;  affiants 
further  say  that  ten  per  cent,  and  more  of  the  stock  subscribed  by 

13  §§  194,  1080.  18§  4725. 

»§1386etseq.  "§§3960-3972. 

-  §§  1150-1169.  M  §§  198,  199. 


136  CORPORATION    FORMS. 

each  stockholder,  the  same  being  more  than  ten  per  cent,  of  the  said 
capital  stock  of  the  proposed  corporation,  has  been  paid  in. 
Subscribed  and  sworn  to,  etc. 

(Signed.) 

State  of  Utah,  County  of ,  ss : 

} ,  and ,  being  each  separately  sworn  upon  oath, 

says  that  he  has  examined  and  appraised  the  property  in  the  above 
and  foregoing  articles  of  incorporation,  conveyed  by  A  B  to  the  said 
proposed  corporation,  in  full  payment  of  its  capital  stock,  and  they  do 
each  hereby  on  their  oath  say  that  the  said  property  so  conveyed  to 

said  corporation  is  reasonably  worth  the  sum  of dollars,  and 

that  the  said  sum  of  dollars  is  a  fair  cash  market  value  for 

said  property. 

Subscribed  and  sworn  to,  etc. 


FORM  96. 

Articles  of  Incorporation — Vermont  (1). 

We,  the  undersigned,  hereby  associate  ourselves  together  as  a  cor- 
poration under  the  laws  of  the  state  of  Vermont,  and  hereby  make, 
execute  and  adopt  the  following  articles  of  incorporation. 

1.  The  name  of  this  corporation  shall  be  -1 

2.  The  objects  and  purposes  of  this  corporation  are  :2    (Here  state.) 

3.  The  principal  office  and  place  where  the  business  of  this  corpora- 
tion is  to  be  carried  on  is  at  the  city  of  ,  county  of  , 

state  of  Vermont.3 

4.  The  amount  of  the  capital  stock  of  this  corporation  shall  be 
dollars,4  divided  into shares  of  the  par  value  of 


dollars  each.5 

In  witness  whereof,  we  have  signed  and  executed  the  above  articles 

of  incorporation  at ,  in  the  county  of ,  state  of  Vermont, 

this day  of ,  1910. 

Names.  Postoffice  addresses. 


(This  form  will  answer  for  a  voluntary  association  by  omitting 
article  4.) 

i§  188.  4§§  193,  3403. 

2§§  40-43,  191.  6§  3407. 

3  §§  189,  490,  501  et  seq. 


ARTICLES   AND   CERTIFICATES   GENERALLY.  13? 

FORM  96A. 
Articles  of  Incorporation — Vermont  (2). 

APPLICATION   TO    LEGISLATURE. 

(Private  business  corporations  are  granted  by  special  charter  on 
application  to  the  legislature,  and  the  following  is  deemed  sufficient : ) 

We,  the  undersigned,  desiring  to  associate  ourselves  and  to  organize  a 
corporation  under  the  laws  of  the  state  of  Vermont,  hereby  petition 
your  honorable  body  for  the  grant  of  a  charter  by  which  the  under- 
signed associates  and  subscribers  may  be  known  as  a  body  politic  and 
corporate,  and  we  would  show  that  we  have  united  and  agreed  upon  the 
following  as  the  basis  of  a  corporation  under  the  charter  to  be  granted 
by  your  honorable  body6  (here  copy  the  above  articles). 

We  therefore  ask  and  pray  that  a  charter  may  be  so  granted. 

(Signed.) 
Names.  Residences. 


6  See  §  145  et  seq.  See  notes  to  following  form. 

FORM  07. 

Articles  of  Incorporation — Virginia. 

We,  the  undersigned,  hereby  associate  ourselves  for  the  purpose  of 
forming  a  corporation  under  and  by  virtue  of  the  provisions  of  an  act 
of  the  general  assembly  of  the  state  of  Virginia  entitled  "An  Act  con- 
cerning corporations,"  and  for  that  purpose  we  do  hereby  unite  under 
the  corporation  name  hereinafter  stated  and  do  hereby  make,  execute 
and  adopt  the  articles  of  incorporation  as  follows : 

First.    Name. 
The  name  of  this  corporation  shall  be  the corporation.1 

Second.    Principal  Office. 
The  principal  office  and  place  of  business  of  this  corporation  is  to 
be  located  in  the  county  of ,  city  of ,  state  of  Virginia.2 

Third.    Purposes. 

The  purposes  for  which  this  corporation  is  formed  are  as  follows  :3 

(Here  state.) 

J§  188.  3§§  40-43,  191. 

2  §§  189,  490,  501  et  seq. 


138  corporation  form-. 

Fourth.   Capital  Stock. 
The  maximum  amount  of  the  capital  stock  of  this  corporation  shall 

be dollars,  and  the  minimum  amount  shall  be dollars.* 

The  said  capital  stock  shall  be  divided  into  shares,  of  the  par 

value  of  dollars  each.3     (Provision  may  here  be  made  for 

division  of  the  capital  stock  into  common  and  preferred,  and  the 
nature  of  each  should  be  fully  stated.6) 

Fifth.  Duration. 

The  period  of  the  existence  of  this  corporation  shall  be  

-7  (it  may  be  perpetual). 

Sixth.   Directors. 
The  business  and  prudential  affairs  of  this  corporation   shall   be 

managed  by  a  board  of  directors;8  and  such  board  shall  be 

organized  by  electing  a  president,  vice-president,  secretary  and  treas- 
urer.9 The  names  and  residences  of  the  directors  and  officers  who  are 
to  manage  the  business  of  this  corporation  for  the  first  year  or  until 
their  sn        -     -    ire  elected  are  as  follows:10 

Names.    (Directors.)  Residences. 


President, 

Vice-president, 

Secretary.  

Treasurer. 


Seventh.  Real  Estate. 

The  amount  of  real  estate  which  this  corporation  may  own  at  any 
one  time  shall  not  exceed  acres.11 

Eighth.  Management. 

(Here  insert  any  provisions  desired  for  the  regulation  of  the  busi- 

se  and  the  conduct  of  the  corporate  affairs ;  or  any  provisions  desired, 
creating,  defining,  limiting  or  regulating  the  affairs  of  the  corporation, 
or  of  the  directors,  or  of  the  stockholders,  or  of  any  class  or  classes 

stockholders,  not  inconsistent  with  the  law.) 

In  witness  whereof,  etc. 


(Signed  and  acknowledged.) 


notes  to  following  form.) 


193,3403.  »§§  915,  1056. 

:  J  3407.  •  §  1068. 

'See   S|  3427,  3586   et   seq.,   3590-        ■  §§  194,  1080. 
593.  u§  2382. 

190. 


ARTICLES   AND    CERTIFICATES    GENERALLY.  139 

FORM  98. 

Certificate  of  Judge— Virginia. 

State  oe  Virginia,  County  of ,  ss :    In  the court  of 


The  foregoing  certificate  and  articles  of  incorporation  of  the 

corporation  were  presented  to  me, ,  judge  of  the —  cc 

the  conntv  of  ,  in  vacation  (or  in  term  time),  and  after  due 

infection  and  examination  I  now  hereby  certify  that  the  said  certifi- 
cate and  articles  of  incorporation  are  in  my  opinion  properly  signed 
and  acknowledged  in  accordance  with  the  act  of  the  general  assembly 
of  the  state  of  Virginia,  entitled  "An  Act  concerning  corporations/ 
which  became  a  law  on  the  21st  day  of  May.  1903.12 

Given  under  my  hand  this  day  of  •  1910. 


Judge. 


M  §  212  et  seq. 


FORM  99. 
Articles  of  Incorporation— Washington. 

We  the  undersigned,  desirous  of  forming  a  corporation  under  and 
pursuant  to  the  laws  of  the  state  of  Washington,  do  make,  execute  and 
adopt  the  following  articles  of  incorporation  in  triplicate: 

\rt    1     The  name  of  this  corporation  shall  be -1 

Art.  2.  The  objects  for  which  this  corporation  shall  be  formed  are 
as  follows:2    (Here  state.)  _ 

\rt  3  The  capital  stock  of  this  corporation  shall  be  dol- 
lars,8 divided  into  shares  of  the  par  value  of  dollars 

P3.011 

\rt  -i  The  period  of  existence  of  this  corporation  shall  be  — 
vears/commeneing  on  the day  of 5  (not  exceeding  fifty 

years).  ,  .  ■       -u„n 

'     \rt    5     The  business  and  prudential  affairs  of  this  corporation  shall 

be  managed  by  a  board  of  trustees.*  The  names  and  places  of  residence 
of  the  trustees  who  shall  manage  and  control  the  business  and  concerns 
of  the  corporation  for  the  first  months   (not  less  than  two 


■•us.  ;UJ2T- 

»§§  40-43,  191.  mlrSk    infifi 

•  11  193,3403.  '§5  91a"  1066- 


140  CORPORATION    FORMS. 

nor  more  than  six)  and  until  their  successors  are  elected,  are  as  fol- 
lows :7 

Names.  Eesidences. 


Art.  6.    The  principal  office  and  place  of  business  of  this  corporation 

shall  be  located  at  the  city  of ,  county  of ,  in  the  state 

of  Washington.8 

In  witness  whereof,  etc. 

(Signed  in  the  presence  of  witnesses  and  duly  acknowledged.9) 

7§§  194,  1080.  9§§  198,  199. 

8  §§  189,  490,  501  et  seq.     See  also, 
§§  1134-1137. 


FORM  100 

Articles  of  Incorporation — West  Virginia. 

We,  the  undersigned,  hereby  sign,  execute  and  adopt  the  following 
agreement  for  incorporation : 

1.  The  undersigned  hereby  associate  themselves  and  agree  to  become 
a  corporation  by  the  name  of -1 

2.  The  location  of  the  principal  office  and  place  of  business  of  this 

corporation  is  to  be  at  No. street,  in  the  city  of , 

county  of ,  state  of  West  Virginia.2    The  location  of  its  chief 

works  shall  be  at  the  city  of ,  county  of ,  state  of  West 

Virginia.  (If  the  chief  works  are  to  be  at  the  place  of  the  general  office, 
say :  "or  its  chief  works  will  be  located  at  the  same  place."  If  the  cor- 
poration is  to  have  no  chief  works,  then  say:  "This  corporation  will 
have  no  chief  works."  If  chief  works  are  to  be  located  in  another  state, 
then  give  the  name  of  the  state  and  county.3) 

3.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are:4  (Here  insert). 

4.  The  amount  of  the  total  authorized  stock  of  this  corporation  is 

dollars,5  divided  into shares  of  the  par  value  of 

dollars  each  ;6  and  the  amount  of  said  capital  stock  now  subscribed  is 
dollars,  and  the  amount  paid  in  is dollars.7 

x§  188.  B§§  193,  3403. 

2  §§  189,  490  et  seq.  6  §  3407. 

3§501etseq.  7  See    §§    178,    179,    193,   205,    564, 

4  §§  40-43,  191.  3900,  3933. 


ARTICLES   AND    CERTIFICATES   GENERALLY.  141 

5.    The  names  and  postoffice  addresses  of  the  incorporators  and  the 
number  of  shares  of  stock  subscribed  for  by  each  are  as  follows  :8 
Names.  Postoffice  addresses.  Number  of  shares. 

Include  street  and  number. 


Total 

6.  The  period  limited  for  the  duration  of  this  corporation  is 

years  from  the  day  of  the  execution  of  these  articles  of  incorporation9 
(not  exceeding  fifty  years). 

7.  (Here  insert  any  provisions  desired  for  the  regulation  of  the 
business  and  the  conduct  of  the  affairs  of  the  corporation,  and  any 
provisions  creating,  defining,  and  regulating  the  power  of  the  corpora- 
tion, or  directors  and  the  stockholders  or  any  class  or  classes  of  stock- 
holders. 

Given  under  our  hands  this day  of ,  1910. 

CERTIFICATE  OF  NOTARY. 

State  of  West  Virginia,  County  of ,  ss : 

I,  A  B,  a  notary  public  in  and  for  said  county  and  state  afore- 
said, hereby  certify  that , and ,  whose  names  are 

signed  to  the  foregoing  agreement  and  articles  of  incorporation  bear- 
ing date  on  the day  of ,  1910,  this  day  personally  ap- 
peared before  me  in  my  said  county  and  severally  acknowledged  their 
signatures  to  the  same.  And  I  further  certify  that  C  D  and  E  F,  two 
of  the  corporators  named  in  the  said  agreement,  made  oath  before  me 
that  the  amount  therein  stated  to  have  been  paid  on  the  capital  has 
been  in  good  faith  paid  in  for  the  purposes  and  business  of  the 
intended  corporation,  without  any  intention  or  understanding  that  the 
fame  will  be  withdrawn  therefrom  before  the  expiration  or  dissolution 
of  the  said  corporation. 

Given  under  my  hand  and  seal,  etc. 


Notary  public. 

OATH    OF    CORPORATORS. 

State  of  West  Virginia,  County  of ,  ss : 

Personally  appeared  before  me,  the  undersigned  notary  public,  C  D 
and  E  F,  two  of  the  persons  who  have  executed  the  foregoing  agree- 
ment and  articles  of  incorporation,  as  corporators  thereof,  and  which 

8§  175.  9§  190. 


142  CORPORATION   FORMS. 

paid  agreement  is  dated  on  the day  of ,  1910,  and  made 

oath  that  the  statement  made  in  said  agreement,  to  wit,  that  the  prin- 
cipal place  of  business  of  said  corporation  shall  be  located  at  No. 

street,  in  the  city  of ,  county  of ,  state  of  West 


Virginia  (if  the  chief  works  are  to  be  at  the  place  of  the  general 
office,  say:  "or  its  chief  works  will  be  located  at  the  same  place/')  (If 
the  corporation  is  to  have  no  chief  works,  then  say :  "This  corporation 
will  have  no  chief  works.")  (If  chief  works  are  to  be  located  in  another 
state,  then  give  the  name  of  the  state  and  county),  is  true  and  that 
said  principal  place  of  business  and  chief  works  have  been  so  located 
in  good  faith  and  not  for  the  purpose  of  evading  any  law  of  the  state 
of  West  Virginia,  and  especially  not  for  the  purpose  of  avoiding  the 
payment  of  the  difference  of  amount  of  the  annual  license-tax  on  the 
charters  of  corporations  having  their  principal  place  of  business  and 
chief  works  without  the  said  state;  and  that  said  corporation  named 
in  said  agreement  proposes  in  good  faith  to  carry  on  its  business  and 
to  have  its  principal  place  of  business  and  chief  works  within  the  state 
of  West  Virginia. 

Given  under  my  hand  and  official  seal,  etc. 

FORM  101. 
Articles  of  Incorporation — Wisconsin. 

We,  the  undersigned,  residents  of  the  state  of  Wisconsin,  and  of  full 
age,  do  hereby  make,  execute  and  agree  to  the  following  articles  of 
incorporation : 

Article  First.  We,  the  undersigned,  have  associated,  and  do  hereby 
associate  ourselves  together  in  the  following  articles  of  incorporation, 
for  the  purpose  of  forming  a  corporation  under  Chapter  86  of  the 
Wisconsin  Statute  of  1898,  and  the  acts  amendatory  thereof  and  sup- 
plementary thereto,  the  business  and  purposes  of  which  corporation 
shall  be1  (here  state). 

Article  Second.  The  business  of  said  corporation  is  to  be  carried  on 
at  the  city  of ,  county  of ,  state  of  Wisconsin.2 

Article  Third.   The  name  of  this  corporation  shall  be ,3  and 

its  location  shall  be  at  the  city  of ,  in  the  county  of ,  state 

of  Wisconsin.* 

Article    Fourth.    The   capital   stock   of   this   corporation   shall   be 

dollars,5  and  the  same  shall  consist  of shares,  of  the  par 

value  of dollars  each.6 

]§§  40-43,  191.  4§  189. 

2§§  490,  501.  E§§  193,  3403. 

3  §  188.  6  §  3407. 


ARTICLES   AND    CERTIFICATES   GENERALLY.  143 

Article  Fifth.    The  general  officers  of  this  corporation  shall  be  presi- 
dent vice-president,  secretary  and  treasurer.7  The  board  of  directors  of 

this  corporation  shall  consist  of ,  all  of  whom  shall  be  elected 

from  the  stockholders.8  The  board  of  directors  shall  be  elected  as 
follows:9  (Provision  may  be  made  for  the  election  of  directors  so  that 
after  the  first  year  one-third  of  the  board  may  be  elected  annually.10) 

Article  Sixth.  The  principal  duties  of  the  executive  officers  shall  be 
as  follows:  (Here  set  out  the  principal  duties  of  the  president,11  vice- 
president,12  secretary,13  and  treasurer.14)  The  board  of  directors  may 
provide  for  the  appointment  or  selection  of  such  additional  officers 
and  committees  as  they  may  deem  for  the  best  interests  of  the  cor- 
poration.15 ,  . 

Article  Seventh.    The  members  of  this  corporation  shall  consist  only 

of  persons  who  own  and  hold  stock.16 

Article  Eighth.    The  period  of  existence  of  this  corporation  shall  be 
years.17 


Article  Ninth.  (Insert  any  provisions  not  inconsistent  with  law, 
proper  for  the  accomplishment  of  the  purposes  of  the  corporation.) 

Article  Tenth.  These  articles  of  incorporation  may  be  amended  by 
resolution  setting  forth  such  amendment  or  amendments  adopted  at 
any  meeting  of  the  stockholders  by  a  vote  of  at  least  two-thirds  of  all 
the  stock  of  this  corporation  then  outstanding.18 

In  witness  whereof,  etc. 


(Signed  in  the  presence  of  witnesses,  and  duly  acknowledged  by  all 

the  corporators.19) 

(The  signers  of  the  articles  of  incorporation,  until  directors  are 
elected,  shall  have  direction  of  the  affairs  and  make  such  rules  as  may 
be  necessary  for  perfecting  the  organization  and  regulating  the  sub- 
scriptions to  the  capital  stock;20  and  the  first  meeting  may  be  held 
at  any  time  after  one-half  of  the  capital  stock  is  subscribed,21  and  may 
be  called  by  any  two  signers  of  the  articles  after  ten  days'  personal 
notice  in  writing  to  each  subscriber,22  or  by  public  notice  for  at 
least  two  weeks  in  the  nearest  newspaper,  of  the  time  and  place  of 
such  meeting.23  If  all  the  subscribers  meet,  the  notice  may  be  dis- 
pensed with.) 

,  |  1386_  "  §§  511,  545  et  seq.,  4460  et  seq. 

s  §  J066*.  "  §  19°- 

IW*-  -  l52?ls,  199. 

n  !  1 2™  20  See  §§  194,  1080. 

"fllafi-  aSee    IS    "8,   179,   193,    205,    564, 

i3«1512'  3900,3933. 

i4 1  1556;  "  §  817  et  seq. 

15  §  1207  et  seq.  *  §  g24. 


144  corporation  forms. 

FORM  102. 
Articles  of  Incorporation — Wisconsin. 

VOLUNTARY   ASSOCIATIONS. 

Follow  the  above  form  omitting  article  fourth  and  article  seventh 
and  insert  following: 

(Here  state  the  method  and  conditions  upon  which  members  shall 
be  accepted,  discharged  or  expelled.) 

Article  — .    The  annual  meeting  for  the  election  of  officers  shall  be 

held  on  the day  of ,  1910,  and  annually  thereafter  on  the 

day  of of  each  year.  The  first  meeting  of  the  corpora- 
tors and  the  signers  hereof  for  the  election  of  officers,  shall  be  held 

at  the  office  of  A  B,  in  the  city  of ,  county  of ,  state  of 

Wisconsin,  on  the day  of ,  1910. 

(Same  notice  to  be  given  as  indicated  above  in  stock  companies.) 

In  witness  whereof,  etc.  


(Signed  by  the  corporators  in  the  presence  of  witnesses  and  ac- 
knowledged.) (At  least  two  of  the  corporators  must  take  and  sub- 
scribe an  oath  as  to  the  truth  and  correctness  of  the  copy  of  the  orig- 
inal articles  to  be  forwarded  to  the  secretary  of  state.) 

FORM  103. 

Articles  of  Incorporation — Wyoming. 

We,  the  undersigned,  desiring  to  form  a  corporation  to  aid  in  the 
industrial  (or  productive)  interests  of  the  country,  do  hereby  volun- 
tarily associate  ourselves  for  the  purpose  of  forming  a  corporation 
under  and  pursuant  to  the  laws  of  the  state  of  Wyoming  and  do 
hereby  make,  execute  and  adopt  in  duplicate  the  following  articles  of 
incorporation. 

1.  The  name  of  this  corporation  is .* 

2.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are:    (Here  state  a  single  statutory  purpose.)2 

3.  The  capital  stock  of  this  corporation  shall  be dollars,3 

divided  into  shares  of  the  par  value  of dollars  each.4 

(Provision  may  here  be  made  for  preferred  stock.)5     (See   Forms 
460-474.) 

4.  The  period  of  existence  of  this  corporation  shall  be  

*§  188.  4§  3407. 

2§§  40-43,  191.  BSee  §§  3427,  3586,  3590  et  seq. 

3§§  193,  3403. 


ARTICLES   AND    CERTIFICATES   GENERALLY.  145 

3rears,  commencing  on  the  day  of  the  date  of  these  articles  of  incor- 
poration6 (not  exceeding  fifty  years). 

5.  The  business  and  prudential  affairs  of  this  corporation  shall  be 
managed  by  a  board  of directors.7 

6.  The  names  and  residences  of  the  directors  who  have  been  selected 
and  who  are  to  manage  the  business  and  prudential  affairs  of  this 
corporation  for  the  first  year  are:8 

Names.  Residences. 


7.  The  principal  office  of  this  corporation  shall  be  located  at  the 
city  of ,  county  of ,  state  of  Wyoming;9  and  the  opera- 
tions of  this  corporation  shall  be  carried  on  at  the  city  of , 

county  of ,  in  the  state  of  Wyoming  and  the  city  of  , 

county  of ,  state  of .10 

8.  All  suits  against  said  corporation  shall  be  commenced  in  the  said 
county  of ,  state  of  Wyoming.11 

9.  The  directors  shall  have  power  to  make  such  prudential  by-laws 
and  rules  as  they  may  deem  proper  for  the  management  and  disposi- 
tion of  this  corporation,  not  inconsistent  with  the  laws  of  the  state. 
And  they  may  prescribe  all  duties  of  the  officers  and  of  the  agents  and 
servants  that  may  be  employed,  and  for  the  carrying  on  of  the  busi- 
ness within  the  objects  and  purposes  of  this  corporation.12 

In  witness  whereof  we  have  signed  and  executed  this  certificate  and 

articles  of  incorporation  in  duplicate  this day  of ,  A.  D. 

1910.  


(Signed  in  the  presence  of  witnesses  and  acknowledged.13) 

6§  190  10See  §§  501,  1134-1137. 

7§§  915,  1066.  "§§  496,  2998,  3014,  6653,  6760. 

8  §§194,  1080.  12§  969. 

9  §  189.  13  §§  198,  199. 

FOEM  104. 

Petition  for  Incorporation — British  Provinces. 

To  his  Honor Lieutenant  Governor  of -1 

The  petition  of humbly  showeth  as  follows : 

1.    Your  petitioners  desire  to  obtain  by  letters  patent,  under  the 
great  seal,  a  charter,  under  the  provisions  of  the  Company's 

a§  220. 

10— Thomp.  Corp.  VII. 


146  CORPORATION   FORMS. 

Act,  constituting  your  petitioners  and  such  others  as  may  become 
shareholders  in  the  company  thereby  created,  a  body  corporate  and 
politic  under  the  name  of  the  Montreal  Ice  Palace  Co.,  Limited,  or 
such  other  name  as  may  appear  to  your  honor,  to  be  proper  in  the 
premises.2 

2.  Your  petitioners  are  assured  to  their  satisfaction  that  the  cor- 
porate name  under  which  this  incorporation  is  sought  is  not  on  any 
public  ground  objectionable,  and  that  it  is  not  that  of  any  known 
company  incorporated  or  unincorporated,  or  any  partnership  or  indi- 
vidual, or  any  name  under  which  any  known  business  is  being  carried 
on,  or  so  nearly  resembling  the  same  as  to  deceive  and  mislead  the 
public.3 

3.  Your  petitioners  are  assured  to  their  satisfaction  that  no  publio 
or  private  interests  will  be  prejudicially  affected  by  the  incorporation 
of  your  petitioners  as  aforesaid. 

4.  Your  petitioners  would  further  represent  and  show  that  they  are 
of  the  full  age  of  twenty-one  years  and  more.4 

5.  Your  petitioners  would  also  show  the  object  for  which  incorpora- 
tion as  aforesaid  is  sought  is  to  (here  state  purposes  the  same  as  in 
articles).6 

6.  Your  petitioners  would  show  that  the  principal  or  chief  place  of 
business  and  the  head  office  of  the  company  will  be  at  320  Parliament 
Square  in  the  city  of  Montreal,  Dominion  of  Canada.6 

7.  Your  petitioners  would  show  that  the  amount  of  the  capital 
stock  of  the  company  is  to  be  $25,000  ;7  and  that  the  same  is  to  be 
divided  into  1,000  shares  of  the  par  value  of  $25  each.8 

8.  Your  petitioners  would  further  show  that  they  have  selected 
the  following  named  persons,  to  wit  (here  name),  to  be  provisional 
directors  of  the  company.9 

9.  Your  petitioners  would  further  show  Hint  by  subscribing  there- 
for in  the  memorandum  of  agreement,  duly  executed  in  duplicate, 
and  which  is  presented  herewith,  with  a  view  to  the  incorporation  of 
this  company,  your  petitioners  have  taken  the  amount  of  stock  set  op- 
posite their  respective  names  as  follows:10 

Names  of  Amount  of  stock 

petitioners.  subscribed  for. 


*§  188.  7§§  193,  3403. 

*  §  53  et  seq.  8  §  3407. 

4  §  175.  •  §§  194,  1080. 

6§§  40-43,  191.  10See  §§  511  et  seq.,  545  et  seq. 

«§§  189,  490,  501  et  seq. 


ARTICLES    AND   CERTIFICATES   GENERALLY.  147 

Your  petitioners  would  therefore  pray  that  your  honor  may  be 
pleased  by  letters  patent  under  the  great  seal  to  grant  a  charter  to 
your  petitioners  constituting  your  petitioners  and  such  others  as  have 
or  may  become  subscribers  to  the  memorandum  of  agreement  and 
stock  book  of  the  company  thereby  created,  a  body  corporate  and  pol- 
itic for  the  due  carrying  out  of  the  undertaking  aforesaid. 

And  your  petitioners,  as  in  duty  bound,  will  ever  pray. 

(Signed  by  petitioners  and  by  witnesses  and  dated.) 

FORM  105. 
Articles  of  Incorporation — British  Provinces. 

We,  the  undersigned,  being  of  the  full  age  of  twenty-one  years  and 
more,'  hereby  associate  ourselves  together  and  do  hereby  severally 
agree  with  each  other  to  become  incorporated  as  a  company,  hereby 
make  application  for  incorporation  and  hereby  unite  in,  execute  and 
adopt  the  following  application  and  articles  and  certificate  of  incorpo- 
ration in  duplicate. 

1st.   The  name  of  this  corporation  shall  be  the  Montreal  Ice  Palace 

Co.,  Limited.1 

2d.  The  purposes  for  which  this  incorporation  is  sought  are  to  build, 
construct,  own,  operate  and  maintain  an  Ice  Palace  for  the  purpose 
of  public  amusement.2 

3d.  The  location  of  the  principal  or  head  office  and  its  chief  place 
of  business  is  320  Parliament  Square,  in  the  city  of  Montreal,  Do- 
minion of  Canada.3 

4th.  The  capital  stock  of  this  corporation  shall  be  $25,000.* 
5th.    The  capital  stock  of  this  corporation  is  divided  into  1,000 
shares  of  the  par  value  of  $25  each.5 

6th.    The  liability  of  the  members  of  this  company  is  limited.8 
7th.    The  names  in  full  and  the  addresses  and  calling  of  each  of 
the  applicants,  the  amount  of  stock  taken  by  each  applicant,  and  the 
amount  paid  in  upon  the  stock  of  each  applicant,  are  as  follows:7 

Names.  Addresses.     Vocation  of    No.  of  shares  taken    Amt.  paid 

subscribers.  by  each.       in  cash  on  each. 


ix  188.  B§  3407. 

2 |  191  « §  4725.  See  §  4810  et  seq. 

3  §§  189,  490,  501  et  seq.  7  §  175. 
4§§  193,  3403. 


148  CORPORATION   FORMS. 

8th.  The  said  amounts  so  paid  in  on  such  subscribed  stock  have 
been  paid  in  cash  and  are  held  for  said  corporation.8 

9th.  The  following  named  persons  of  the  said  incorporators  and 
applicants  are  hereby  selected  for  the  first  or  provisional  directors  of 
this  company,  and  are  to  serve  until  their  successors  are  elected  and 
qualified,  to  wit:9    (Here  set  out  names.) 

8§§  175,  193,  564,  3900,  3933.  9  §§  194,  1080. 


FORM  106. 
Articles  of  Incorporation — Mexico. 

"We,  the  undersigned,  for  the  purpose  of  associating  ourselves  as  a 
corporation,  hereby  enter  into  the  following  preliminary  agreement 
of  association  and  do  make,  execute,  and  adopt  the  following  articles 
and  certificate  of  incorporation,  to  wit : 

1.  The  full  names  and  domicils  of  the  incorporators  are  as  follows  :1 
(Here  state.) 

Names.  Residences. 


2.  The  name  of  this  corporation  shall  be  the  Mexican  Banana  Com- 
pany.2 

3.  The  principal  office  and  place  of  business  of  this  company  shall 
be  at  the  city  of  San  Antonio,  state  of  Texas,  United  States  of 
America,3  and  it  shall  have  an  office  and  an  agent  in  the  city  of 

Mexico,  republic  of  Mexico,  and  which  office  is  located  at  200  

street,  in  said  city  of  Mexico.4 

4.  The  period  of  duration  and  the  term  of  existence  of  this  cor- 
poration shall  be  fifty  years,  beginning  on  the  first  day  of  March, 
A.  D.  1910.5 

5.  The  objects  of  this  corporation  shall  be  to  own  and  operate  a 
banana  plantation  in  the  said  republic  of  Mexico,  and  to  cultivate, 
produce,  raise  bananas  and  to  buy  and  sell,  ship,  export  and  deal  and 
traffic  in  bananas.6 

6.  The  capital  stock  of  this  corporation  shall  be  $100,000,  divided 
into  1,000  shares  of  the  par  value  of  $100  each,  of  which  said  sum 

1  §  175.  4  See  §§  499  et  seq.,  6632. 

2  §  188.  5§  190. 

3  §§  189,  490,  501  et  seq.  6  §§  40-43,  191. 


ARTICLES    AND    CERTIFICATES    GENERALLY.  149 

$50,000  has  been  subscribed  and  paid  in  cash  ;7  and  $50,000  has  been 
paid  by  the  conveyance  to  Q  X,  in  trust  for  this  corporation  of  a  cer- 
tain banana  plantation,  a  complete  description  of  which  and  a  state- 
ment of  the  value  placed  thereon  is  attached  to  and  made  a  part  of 
these  articles  of  incorporation,  and  which  is  of  the  cash  value  of 
$50,000  and  the  conveyance  of  which  is  held  in  trust  by  the  said  Q  X 
for  this  corporation,  and  is  to  be  conveyed  to  this  corporation  on  its 
complete  incorporation.8 

7.  The  business  and  prudential  affairs  of  this  corporation  are  to 
be  administered  and  directed  by  a  board  of directors  and  ad- 
ministrators, who  are  to  exercise  the  general  administrative  control 
of  the  corporation  and  to  manage  its  business  and  financial  affairs  and 
to  have  entire  charge  of  the  enterprises  of  the  corporation.9 

8.  The  board  of  directors  of  this  corporation  shall  create  and  keep 
a  reserve  fund  of  not  less  than  10  per  cent  of  the  entire  subscribed 
capital  stock  of  the  company,  and  there  shall  be  no  dividend?  or 
distribution  of  profits  at  any  time  when  such  reserved  fund  is  less  than 
such  one-tenth  of  the  capital  stock.10 

9.  The  net  profits  of  the  business  of  this  corporation  shall  be  dis- 
tributed annually  and  semi-annually  to  the  subscribers  of  the  capital 
stock,  pro  rata;11  in  case  of  any  losses  in  the  operation  of  the  business 
and  affairs  of  this  corporation,  such  losses  shall  be  borne  by  the  stock- 
holders and  the  board  of  directors  in  such  case  shall  assess  the  stock 
pro  rata  and  shall  provide  for  the  payment  and  enforce  the  payment 
of  such  assessments  for  the  purpose  of  paying  such  losses;12  or  the  said 
board  of  directors  at  its  option  may  mortgage  the  real  estate  of  this 
corporation,  but  in  no  event  shall  it  be  mortgaged  or  otherwise  in- 
cumbered in  an  amount  exceeding  25  per  cent  of  its  cash  value.13 

10.  The  subscribers  and  founders  reserve  to  themselves  the  power 
to  order  dividends  and  reserve  the  right  to  make  a  dividend  at  any 
time,  and  distribute  the  profits  among  themselves,  pro  rata,^  when 
the  net  profits  of  the  corporation  will  justify  the  same  after  maintain- 
ing the  reserve  fund.14 

11.  This  corporation  may  be  dissolved  at  any  time  before  the  termi- 
nation of  the  period  of  its  duration  when  it  shall  have  sustained  losses 
for  three  consecutive  years,  or  at  any  time  when  the  total  losses  shall 
equal  or  exceed  25  per  cent  of  the  capital  stock;  and  the  corporation 
may  be  dissolved  at  any  time  after  two  years  by  a  majority  vote  of 
two-thirds  of  the  stock  of  this  corporation.15 

7  3S  193,  3403,  3407.  M  §  4810  et  seq. 

s  jj  3960  13  §§  1190-1192,  2525  et  seq. 

9§§  915',  1066.  14S§  1184,  1185,  5285 

io  §  5992.  «§§   6466,  6476,  6o00,  6504. 

n  §  5285  et  seq. 


150  CORPORATION   FORMS. 

12.  When  this  corporation  is  dissolved  in  any  manner  herein  speci- 
fied, or  otherwise,  the  stockholders  shall  elect  three  liquidators  who 
shall  take  charge  of  all  of  the  property  and  assets  of  the  corporation 
and  administer  the  same ;  they  shall  sell  and  dispose  of  all  the  prop- 
erty and  assets  of  the  corporation  to  the  best  advantage  and  on  such 
terms  and  conditions  as  they  may  deem  prudent  and  advisable;  they 
shall  first  pay  all  debts  and  obligations  of  the  company ;  but  in  case 
the  assets  of  the  corporation  are  not  sufficient  to  pay  all  debts  then  they 
shall  pay  the  same  pro  rata,16  and  after  the  election  of  such  liquidators 
no  creditor  shall  be  permitted  to  obtain  any  advantage  or  preference 
over  other  creditors.17  Any  surplus  remaining  after  the  payment  of 
all  debts  shall  at  once  be  distributed  among  the  founders  and  stock- 
holders pro  rata.18  In  the  election  of  liquidators  each  stockholder 
and  founder  may  be  permitted  to  cumulate  his  vote.19 

13.    The  incorporators  and  stockholders  of  this  corporation  shall 
hold  their  first  general  meeting  on  the  first  day  of  April,  A.  D.  1910  at 
the  office  of  K  S,  in  the  city  of  San  Antonio,  state  of  Texas.20 
In  witness  whereof,  etc. 

(Signed  and  acknowledged.) 

(The  corporation  must  register  in  the  merchants'  register  of  the  ju- 
dicial district  of  its  domicil  where  its  principal  office  is  in  the  republic 
of  Mexico.) 

»  §§  6598,  6603  et  seq.  19  See  §§  886-888. 

«  §'  6611.  20  §§  805,  807,  808. 

18  §§  6589,  6618. 


2.    SPECIAL  OBJECT  CLAUSES. 

FOKM  107. 

Abattoir. 

To  slaughter  cattle,  sheep  and  hogs,  to  pack  and  preserve  meats,  to 
manufacture  and  deal  in  tallow,  lard  and  kindred  products,  to  manu- 
facture the  offal  of  animals  into  merchantable  products  and  sell  the 
same,  to  cure  and  deal  in  hides,  pelts  and  skins  and  generally  to 
carry  on  and  transact  such  other  business  in  connection  with  said 
branches  of  business  above  named  as  is  usually  or  may  profitably  be  so 
carried  on  and  transacted. 


SPECIAL    OBJECT    CLAUSES.  151 

FORM  108. 

Abstracts. 

To  own,  use,  make  and  keep  a  full  set  of  abstract  books  by  which 
to  make  and  show  a  complete  change  of  title  of  the  owners  of  all  tracts, 

pieces  and  parcels  of  land  and  real  estate  in  the  county  of  , 

and  to  furnish  on  application,  abstracts  of  title,  and  in  connection 
therewith  to  make  deeds  of  conveyance,  mortgages,  leases  and  all  other 
instruments  by  which  title  or  possession  of  real  estate  and  personal 
property  is  conveyed  or  transferred,  and  doing  all  and  singular  the 
acts  and  things  necessary  to  the  making,  completing  and  perfecting 
abstracts  of  title  of  real  estate  and  showing  the  condition  of  such  title, 
liens  and  incumbrances  on  real  estate  and  tracts  of  land  all  and  for 
which  abstracts  of  title  are  made. 


FORM  109. 

Acetylene  Gas. 

To  manufacture  and  supply  acetylene  gas,  and  to  own  and  hold 
real  estate,  building  machinery,  tools,  retorts  and  all  other  machinery 
and  appliances  proper  and  necessary  in  the  use  or  the  manufacture  of 
acetylene  gas,  and  to  purchase  and  keep  on  hand  all  material  and 
produce  from  and  out  of  which  acetylene  gas  can  be  manufactured, 
and  to  manufacture  and  deal  generally  in  such  acetylene  gas  and  to 
sell  and  dispose  of  any  and  all  by-products  resulting  and  remaining  in 
the  process  of  the  manufacture  of  acetylene  gas. 


FORM  110. 

Advertising. 

To  carry  on  a  general  advertising,  bookselling  and  publishing  busi- 
ness in  all  its  branches,  both  as  principals  and  agents ;  to  carry  on  the 
business  of  printers,  booksellers,  publishers,  stationers,  engravers,  book- 
binders, designers,  dealers  in  paper  and  all  fancy  articles,  publications 
of  all  kinds,  and  dealers  in  any  other  articles  or  things  of  a  character 
similar  or  analogous  to  the  foregoing,  or  any  of  them,  or  connected 
therewith ;  and,  in  fact,  to  undertake  and  transact  all  kinds  of  agency 
business  which  an  individual  may  lawfully  undertake.  To  buy,  sell 
and  deal  in  tickets  for  theaters  and  all  other  places  of  amusement  or 
entertainment. 


152  CORPORATION    FORMS. 

FORM  111. 

Agency. 

To  act  as  agent  or  representative  of  corporations,  firms  and  indi- 
viduals, and  as  such  to  develop  and  extend  the  business  interests  of 
firms,  corporations  and  individuals. 

FORM  112. 
Agricultural  Implements. 

To  manufacture,  sell  and  deal  in  machines,  tools  and  implements  of 
all  kinds,  including  harvesters,  binders,  reapers,  mowers,  rakes,  headers 
and  shredders,  agricultural  machinery,  tools  and  implements  of  all 
kinds,  binder  twine,  and  all  repair  parts  and  other  devices,  materials 
and  articles  used  or  intended  for  use,  in  connection  with  any  kind 
of  harvesting  or  agricultural  machines,  tools  or  implements. 

To  engage  in  the  manufacture  or  production  of,  and  to  deal  in,  any 
materials  or  products  which  may  be  used  in,  or  in  connection  with,  the 
manufacture  of  harvesting  or  agricultural  machines,  tools  and  imple- 
ments. 

FORM  113. 
Air  Brakes,  etc. 

To  carry  on  the  business  of  manufacturers  and  dealers  in  air  or 
pneumatic  brakes  and  braking  devices  and  appliances  of  every  descrip- 
tion; to  manufacture,  buy,  sell,  export,  import  and  generally  deal  in 
air  or  pneumatic  braking  devices  and  appliances,  car  tracks,  railway 
appliances  and  supplies,  machinery  and  appliances  of  every  description. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in  com- 
pressed air  machinery  and  parts,  and  to  acquire  by  purchase  or  other- 
wise, inventions,  patents,  licenses  and  patent  rights  and  such  brakes, 
braking  devices,  railway  machinery  and  appliances  and  compressed  air 
machinery  and  apparatus  as  may  be  manufactured,  bought,  sold,  im- 
ported, exported  and  dealt  in  by  manufacturers  and  dealers  in  a  sim- 
ilar line  of  business. 

FORM  114. 
Air  Power. 

To  manufacture,  buy,  sell  and  deal  in  air  compressors,  electrical 


SPECIAL    OBJECT    CLAUSES. 


153 


machines  and  apparatus,  locomotives,  engines,  trucks  and  cars,  and 
all  machinery  for  the  acquisition  or  use  of  power  of  any  kind,  and  the 
erection  of  buildings  for  housing  the  same,  and  equipping  and  instal- 
ling manufacturing  plants  generally,  including  the  acquisition  by  pur- 
chase, by  manufacture  or  otherwise,  of  all  materials,  supplies, 
machinery  and  other  articles  necessary  or  convenient  for  use  in  con- 
nection with  and  in  carrying  on  the  business  herein  mentioned  or  any 
part  thereof. 

FOKM  115. 

Air  Power  Motors. 

To  manufacture,  purchase,  use,  lease  and  sell  self-propelling  or 
horseless  vehicles,  motors,  engines,  movable  or  stationary,  propelled, 
operated  or  actuated  by  compressed  air  and  gas,  either  in  combina- 
tion or  separately,  or  by  any  other  suitable  and  available  power,  and 
any  and  all  other  machines,  devices,  contrivances  and  appliances,  for 
the  use  and  employment  of  air  and  gas,  compressed  or  otherwise, 
either  in  combination  or  separately,  for  any  uses  or  purposes  to  which 
the  same  can  be  applied. 

To  acquire,  hold  and  own  inventions  and  patent  rights  pertaining 
to  or  available  for  such  vehicles,  motors  and  engines,  machines,  devices, 
contrivances  and  appliances,  or  to  manufacture  and  use  the  same,  as 
well  as  licenses  under  inventions  and  patents  pertaining  to  or  available 
for  such  vehicles,  motors  and  engines ;  to  manufacture,  use,  lease  and 
sell  the  same  hereunder. 

To  sell  any  and  all  such  inventions  and  patent  rights  and  grant  any 
and  all  licenses  thereunder. 

To  manufacture,  purchase,  acquire,  use,  lease,  sell  or  otherwise  dis- 
pose of  all  articles  or  materials  necessary  or  useful  in  connection  there- 
with. 

To  manufacture,  sell  or  dispose  of  compressed  air,  gas  or  other 
means  or  medium  of  actuating  engines  or  motors  in  connection  there- 
with 

FOKM  116. 
Alcoholic  Institutes. 

To  administer  treatment  to  persons  suffering  from  alcoholism  and 
from  addiction  to  the  use  of  drugs,  by  duly  qualified  and  registered 
physicians  and  surgeons,  manufacturing  and  selling  remedies,  and 
owning,  leasing,  occupying  and  maintaining  the  necessary  lands  and 
buildings  to  carry  on  its  business. 


154  CORPORATION    FORMS. 

FORM  117. 

Ammonia. 

To  buy,  sell,  deal  in  and  manufacture  anhydrous  ammonia,  aqua 
ammonia,  other  ammonical  and  kindred  products  and  all  materials 
and  appliances  used  in  such  business. 

FORM  118. 
Ammunition. 

To  manufacture,  purchase  or  otherwise  acquire,  and  to  sell  or 
otherwise  dispose  of  guns,  revolvers  and  firearms  of  all  kinds  and 
descriptions,  gunpowder,  dynamite  and  other  explosives  of  every  kind, 
bullets,  shot  and  other  projectiles  of  every  kind  and  description,  and 
generally  to  carry  on  any  business  incidental  thereto. 

To  manufacture,  purchase  or  otherwise  acquire  chemicals  and  chem- 
ical preparations  necessary  or  desirable  in  connection  with  its  business. 

To  apply  for,  purchase,  lease  or  otherwise  acquire  and  to  own,  hold, 
use,  lease  or  otherwise  dispose  of  trademarks,  patents,  formulae  and 
secret  processes  of  all  kinds. 


FORM  119. 
Amusement. 

To  carry  on  the  business  of  furnishing  amusement  to  the  public. 

To  purchase,  acquire,  lease,  own  and  manage  theaters,  playhouses, 
gardens,  roof  gardens,  opera  houses  and  other  places  of  amusement. 

To  erect,  maintain,  purchase,  or  rent,  hire,  lease,  let  or  otherwise 
acquire  or  dispose  of  buildings  or  structures  for  said  purposes.  To 
acquire,  sell,  mortgage,  lease  or  otherwise  acquire  or  dispose  of  all 
real  or  personal  property  necessary  or  convenient  to  such  business. 

To  acquire  the  good  will,  rights  and  property  of  any  person,  firm, 
association  or  corporation  and  pay  for  the  same  in  cash  or  stock  of  this 
company,  bonds  or  obligations  of  this  company  or  otherwise;  and  to 
hold  or  in  any  manner  dispose  of  the  whole  or  any  part  of  the  property 
so  acquired. 

To  purchase,  acquire,  hold  and  dispose  of  the  stock,  bonds  and  other 
evidences  of  indebtedness  of  any  corporation,  domestic  or  foreign,  and 


SPECIAL    OBJECT    CLAUSES.  155 

to  issue  and  exchange  therefor  its  stock,  bonds  or  other  obligations ;  to 
carry  on  the  business  of  managers,  proprietors  of  theaters,  opera  houses 
and  other  similar  places  of  amusement;  to  employ  vaudeville  perform- 
ers, actress  singers,  musicians  and  other  persons,  for  the  purpose  of  the 
business. 

To  acquire,  own,  purchase  or  dispose  of  plays,  copyrights  and 
dramatic  and  musical  productions,  and  rights  of  every  kind  therein 
for  the  purpose  of  the  business,  and  generally  to  acquire,  hold,  manage 
and  dispose  of  property  of  every  kind  pertaining  to  such  business,  and 
to  do  everything  necessary  and  proper  to  the  conduct  of  said  business. 


FORM  120. 

Amusement  Park. 

To  conduct  public  and  private  amusements,  consisting  of  musical 
and  literary  performances,  park  and  picnic  grounds  containing 
dancing  pavilions,  roller  coasters  and  similar  amusements,  and  for 
these  purposes  the  acquiring  and  maintenance  of  lands,  buildings  and 
personal  property. 

FORM  121. 

Animal  Fanciers. 

To  buy,  sell,  import,  export  and  generally  deal  in  all  kinds  of 
animals,  domestic  or  wild,  and  particularly  to  buy,  sell,  import,  export 
and  deal  in  dogs,  cats,  goats,  birds  and  such  other  animals  as  are 
usually  bought,  sold,  imported  and  exported  by  dealers  in  a  similar  line 
of  business. 

FORM  122. 

Apartment  Houses. 

To  purchase,  lease  or  otherwise  acquire  real  estate  necessary  to  the 
operations  of  the  company;  to  buy,  lease,  build,  erect,  equip,  operate, 
maintain  and  sell  apartment  houses  and  residence  hotels ;  to  purchase, 
lease,  install  and  operate  furnaces,  boilers  and  machinery,  to  supply 
heat,  steam,  water,  electricity  and  other  means  for  heating,  lighting, 
power  signaling  and  other  purposes;  to  construct,  install,  lease,  own 
and  operate  telephone  exchanges  in  buildings  owned  or  operated. 


156  CORPORATION"   FORMS. 

FORM  123. 
Architects. 

To  conduct,  manage  and  carry  on  the  business  of  architects  and 
engineers  in  all  or  any  of  their  respective  branches,  and  also  the  devel- 
opment of  real  estate  wheresoever  situate;  to  make  contracts  for  the 
preparation  of  plans  or  other  drawings  and  specifications  of  buildings 
or  parts  of  buildings  of  any  kind  and  description;  to  superintend  the 
construction  thereof  and  to  do  any  and  all  acts  in  the  line  of  the 
business  of  architects  and  engineers  which  it  may  deem  necessary, 
profitable  or  desirable  for  the  promotion  of  its  business.  To  acquire 
by  purchase  or  otherwise  own,  hold,  buy,  sell,  convey,  lease,  mortgage 
or  incumber  real  estate,  including  quarry  lands  or  other  property, 
personal  or  mixed.  To  survey,  subdivide,  plat,  improve  and  develop 
lands  for  purposes  of  sale  or  otherwise,  and  to  do  and  perform  all 
things  needful  and  lawful  for  the  development  and  improvement  of 
the  same  for  residence,  trade  or  business. 

To  acquire  to  the  same  extent  as  natural  persons  and  without  limit 
as  to  amount,  by  purchase,  lease,  exchange,  hire  or  otherwise,  lands 
improved  or  unimproved,  tenements,  hereditaments,  chattels,  real  or 
personal,  or  any  interest  therein ;  to  erect  and  construct  houses,  build- 
ings and  works  of  every  description  on  any  lands  of  the  company  or 
upon  any  other  lands;  to  rebuild,  alter  or  improve  existing  houses, 
buildings  or  works  thereon,  to  subdivide,  improve  and  develop  lands 
for  purposes  of  sale  or  otherwise ;  to  convert  or  appropriate  any  such 
lands  into  and  for  roads,  streets  and  other  conveniences,  and  to  do  and 
perform  all  things  needful  and  lawful  for  the  development  and  im- 
provement of  the  same,  and  generally  to  deal  with  and  improve  the 
property  of  the  company  and  of  other  parties ;  to  own,  hold  and  main- 
tain any  property  acquired  by  the  company;  to  sell,  convey,  lease, 
release,  let,  exchange,  mortgage  or  otherwise  incumber  or  dispose  of 
lands,  houses,  buildings,  hereditaments,  appurtenances,  chattels  and 
other  property  of  the  company,  to  equip,  furnish,  conduct,  operate, 
manage,  lease  and  maintain  hotels,  apartment  houses,  boarding  houses, 
dwelling  houses,  sanitariums,  warehouses  or  any  kind  of  building  for 
dwelling,  amusement,  recreation,  charitable  or  religious  purposes;  to 
undertake  or  direct  the  management  and  sale  of  the  property  of  the 
company,  real  and  personal ;  to  sell,  assign,  release,  4iold  or  satisfy 
mortgages  which  may  become  the  property  of  the  company,  to  loan 
on  bond  or  mortgage  or  otherwise,  or  to  advance  money  to,  and  to 
enter  into  contracts  and  arrangements  of  all  kinds  with  contractors, 
laborers,  skilled  or  otherwise,  builders,  property  owners  and  others. 


SPECIAL    OBJECT    CLAUSES.  15? 

FORM  124. 

Art. 

To  buy,  sell,  import,  export  and  generally  to  deal  in  marine,  land- 
scape and  all  other  paintings,  portraits,  engravings,  etchings,  drawings, 
water  colors,  chromos,  lithographs,  statues,  statuettes,  busts  and  all 
other  works  of  art;  to  buy,  sell,  manufacture  and  deal  in  picture 
frames  and  all  appliances,  properties  and  devices  used  in  connection 
with  any  of  the  above  objects. 

FOEM  125. 

Asbestos. 

To  manufacture  and  sell  asbestos  (or  composition)  sectional  cover- 
ings or  insulators  for  pipes  and  boilers,  and  for  the  selling  and  dispos- 
ing of  the  same;  said  coverings  to  be  used  for  the  purpose  of  covering 
ste&am,  water,  ammonia  and  other  pipes  and  boilers  of  all  descriptions 
for  the  purpose  of  protecting  them  from  atmospheric  changes.  To 
manufacture  and  otherwise  prepare  asbestos  roofing  and  to  construct, 
adjust  and  place  the  same  on  buildings  and  structures  and  to  make  and 
deal  in  all  kinds  of  asbestos  goods,  fiber  and  fabrics. 

FORM  126. 

Asphalt. 

To  carry  on  the  trade  or  business  of  mining,  manufacturing,  pro- 
ducing, adapting  and  preparing  and  buying  and  selling  and  otherwise 
dealing  in  asphalt  and  cement,  and  any  articles  or  product  m  the 
manufacture  or  composition  of  which  asphalt  or  cement  is  used,  in- 
cluding the  acquisition  by  purchase,  mining,  manufacturing  or  other- 
wise, of  all  material,  supplies  and  other  articles  necessary  or  convenient 
for  use  in  mining,  manufacturing,  producing,  adapting  and  preparing 
asphalt  and  cement  and  such  other  articles  or  product.  To  quarry, 
dig  mine,  deal  in  and  sell  any  and  all  kinds  of  minerals,  stone  and 
other  products  of  the  earth.  To  pave,  construct,  repair,  improve  and 
maintain  streets,  highways,  roads  and  any  and  all  public  and  private 
works. 

FOEM  127. 

Auditors. 

To  do  a  general  auditing  and  accounting  business,  to  open,  take 


158  CORPORATION   FORMS. 

charge  of,  maintain,  keep,  institute,  examine,  audit,  certify  to  and 
guaranty  the  correctness  of  the  books  and  accounts  of  all  persons, 
firms,  partnerships,  corporations,  banks,  estates  and  companies,  asso- 
ciations and  institutions  of  every  kind  and  all  natural  or  corporate 
beings  whatsoever. 

To  engage  in  the  business  of  furnishing  all  persons,  firms,  partner- 
ships and  corporations,  associations  and  institutions  with  complete 
and  modern  system  or  systems  of  auditing  and  accounting  and  acting 
as  controller,  auditor  or  accountant  thereof,  and  to  issue  certificates 
of  efficiency  to  accountants. 

To  act  as  a  collecting  agency  for  its  patrons,  take  assignments  of 
claims  against  debtors  of  its  patrons  and  others,  and  sue  thereon  in 
its  own  name,  if  not  prohibited,  to  act  as  mercantile  agency,  to 
investigate  and  recommend  persons  desirous  of  doing  business  with 
its  patrons  and  others,  and  to  issue  certificates  as  to  the  responsibility 
of  persons,  firms,  partnerships  and  corporations,  associations  and  in- 
stitutions. 


FOKM  128. 

Automobiles. 

To  manufacture  and  sell  and  deal  in  automobiles  and  all  parts  and 
accessories  thereof,  and  to  carry  on  any  trade  or  business  incidental 
thereto  or  connected  therewith;  to  manufacture  and  sell,  import  and 
export  automobile  vehicles  and  any  kind  of  motors  whatsoever,  and 
to  carry  on  any  trade  or  business  incidental  thereto  or  connected  there- 
with ;  to  carry  on  any  manufacturing  or  mercantile  business  lawful  in 
the  place  where  such  business  shall  be  carried  on;  to  apply  for,  pur- 
chase or  otherwise  acquire,  hold,  own,  use,  operate,  sell,  assign  or 
grant  or  conduct  licenses  in  respect  to  any  and  all  inventions,  improve- 
ments and  processes  used  in  connection  with  or  secured  under  letters 
patent  of  the  United  States  or  elsewhere;  to  acquire  and  undertake 
all  or  any  part  of  the  business,  assets  and  liabilities  of  any  person, 
firm,  association  or  corporation  in  connection  therewith ;  to  take,  ac- 
quire, purchase,  hold,  own,  rent,  lease,  sell,  exchange,  mortgage,  im- 
prove, cultivate,  develop  and  otherwise  deal  in  and  dispose  of  any  and 
all  property,  real  and  personal,  of  every  description,  incidental  to  or 
capable  of  being  used  in  connection  with  the  aforesaid  business  or  any 
of  them. 


SPECIAL   OBJECT    CLAUSES.  159 

FOEM  129. 
Automobile  Storage  and  Supplies. 

The  purposes  for  which  said  corporation  is  to  be  formed  are  as  fol- 
lows: To  deal  in,  sell,  operate  and  let  for  hire,  automobiles,  motor- 
cycles and  motor  vehicles  of  every  kind,  nature  and  description. 

To  build,  maintain  and  operate  buildings,  storage  houses  and 
garages  for  the  storing,  caring  for  and  keeping  for  hire  therein  of 
automobiles,  motorcycles  and  motor  vehicles  of  every  kind,  nature  and 
description. 

And  generally  to  buy,  sell  and  deal  in  all  goods,  wares  and  merchan- 
dise necessary  or  incidental  to  the  operation,  repair  or  equipment 
of  automobiles,  motorcycles  or  motor  vehicles  of  any  and  all  kinds, 
manufactures  and  descriptions.  And  for  the  purpose  of  carrying  on 
the  businesses  aforesaid  to  buy,  sell,  and  convey  property,  both  real 
and  personal,  as  the  same  shall  be  necessary,  and  generally  to  do  all 
things  that  may  be  necessary  to  the  conducting  of  said  business. 


FORM  130. 
Automobile  Tires. 

To  manufacture,  buy,  sell,  import,  export  and  generally  to  deal  in 
tires  for  automobiles,  bicycles,  carriages  and  vehicles  of  all  kinds  and 
descriptions,  whether  the  said  tires  be  made  of  rubber,  metal,  composi- 
tion or  other  material  or  combination  of  materials. 

Generally  to  buy,  sell  and  deal  in  all  goods,  wares  and  merchandise 
necessary  or  incidental  to  the  operation  and  repair  or  equipment  of 
automobiles,  motorcycles  and  other  vehicles  of  all  kinds  and  descrip- 
tions. 

FORM  131. 

Baker. 

To  manufacture,  buy,  sell  and  deal  in  pastry,  bread,  cakes,  pies, 
biscuits,  crackers,  confectionery  and  all  other  food  products,  also  bak- 
ing powders  and  all  substances  and  ingredients  generally  used  in 
the  making  of  baking  powders,  and  to  carry  on  any  other  business 
designed  in  any  way  to  promote  any  and  all  of  the  objects  and 
purposes  named  above. 


160  CORPORATION   FORMS. 

POEM  132. 

Baking  Powder. 

To  manufacture,  buy,  sell,  import,  export,  refine  and  deal  in  baking 
powders,  argals,  cream  of  tartar,  tartaric  acid  and  all  other  chemicals 
which  are  or  may  be  component  parts  of  baking  powder,  or  may  be  con- 
veniently produced  or  dealt  in  in  connection  therewith,  and  generally 
to  carry  on  any  manufacturing  or  other  business  which  can  be  con- 
veniently carried  on  in  conjunction  with  any  of  the  matters  aforesaid, 
or  in  or  upon  the  premises  of  the  company. 

FOEM  133. 
Banana  Plantation. 

To  own  and  operate  a  banana  plantation  for  the  planting,  cultivat- 
ing, growing  and  producing  bananas ;  and  for  the  buying  and  selling, 
importing,  exporting  and  dealing  generally  in  bananas.  To  carry  on 
and  work  the  business  of  producers,  cultivators  and  buyers  of  bananas, 
and  to  own,  maintain  and  operate  buildings,  depots,  cold  storage 
plants  and  all  other  necessary  buildings  and  equipments  necessary 
or  useful  in  carrying  on  and  transacting  the  general  business  of  deal- 
ing in  bananas. 

See  Form  245. 

FOEM  134. 

Bank  Note. 

To  carry  on  the  business  of  engraving  on  steel,  copper,  brass,  zinc, 
wood  and  other  materials,  lithographing,  electrotyping,  photoengrav- 
ing and  making  process  plates,  printing  in  all  its  branches,  bookbind- 
ing and  manufacturing  parchment,  cardboard  and  all  kinds  of  paper, 
envelopes,  books  and  stationery. 

FOEM  135. 

Bicycles  and  Automobiles. 

To  manufacture  and  sell  bicycles  and  all  parts  and  accessories 
thereof,  and  to  carry  on  any  trade  or  business  incidental  thereto  or 
connected  therewith ;  in  manufacture  and  sell  automobile  vehicles  and 
electric  and  other  motors,  and  to  carry  on  any  trade  or  business  inci- 


SPECIAL    OBJECT    CLAUSES.  161 

dental  thereto  or  connected  therewith ;  to  carry  on  any  manufacturing 
or  mercantile  business  lawful  in  the  place  where  such  business  shall 
be  carried  on ;  to  apply  for,  purchase  or  otherwise  acquire,  hold,  own, 
use,  operate,  sell,  assign,  and  grant  or  conduct  licenses  in  respect  to 
any  and  all  inventions,  improvements,  and  processes  used  in  connection 
with  or  secured  under  letters  patent  of  the  United  States  or  else- 
where ;  to  acquire  and  undertake  all  or  any  part  of  the  business,  assets 
and  liabilities  of  any  person,  firm,  association  or  corporation;  to  take, 
acquire,  purchase,  hold,  own,  rent,  lease,  sell,  exchange,  mortgage, 
improve,  cultivate,  develop  and  otherwise  deal  in  and  dispose  of  any 
and  all  property  real  and  personal,  of  every  description  incidental  to 
or  capable  of  being  used  in  connection  with  the  aforesaid  business  or 
any  of  them. 

FORM  136. 
Biscuit. 

1.  To  manufacture,  buy,  sell  and  export  biscuits,  crackers,  cakes, 
pastry,  Italian  paste,  confectionery  and  other  food  products  and  to  ac- 
quire and  dispose  of  shares  of  the  capital  stock  of  other  corporations 
organized  in  this  state  or  elsewhere  for  similar  purpose  or  purposes 
incidental  thereto,  and  to  do  and  transact  all  lawful  business  incidental 
to  all  or  any  of  the  above  mentioned  objects. 

2.  To  manufacture,  sell  and  otherwise  deal  in  biscuits,  crackers, 
bread,  candy,  candied  fruits,  sugars  and  other  sugar  compounds,  and 
all  other  food  and  sweetmeat  products,  to  acquire,  construct,  equip, 
own  and  operate  factories,  plants,  shops,  stores,  depots  and  selling 
agencies  for  manufacture,  production,  purchase,  disposition  and  sale 
of  such  articles ;  to  acquire  and  conduct,  maintain  and  operate  stores, 
depots,  plants  and  offices  for  the  purchase  and  sale  of  general  mer- 
chandise; to  purchase,  acquire,  improve,  develop,  lease,  exchange, 
buy,  sell,  mortgage,  convey,  invest,  dispose  of,  receive,  use,  occupy, 
trade  and  otherwise  deal  in  any  and  all  kinds  of  real  or  personal 
property  and  any  right,  title  or  interest  therein  and  thereto,  in  such 
place  or  places  in  the  United  States  and  foreign  countries  as  shall 
from  time  to  time  be  found  necessary  or  convenient  for  the  purposes 
of  the  company's  business,  and  in  connection  therewith  to  enter  into, 
make,  perform  and  carry  out  contracts  of  every  kind  not  contrary  to 
the  law,  with  any  person,  firm,  association  or  corporation. 

3.  To  apply  for,  purchase  or  otherwise  acquire  and  use,  operate, 
sell,  assign,  transfer  and  otherwise  dispose  of  processes,  formulas, 
patents,  licenses,  trademarks,  copyrights  and  other  rights  in  any  and 

11— Thomp.  Corp.  VII. 


162  CORPORATION    FORMS. 

all  inventions,  improvements,  processes,  formulas,  patents,  copyrights, 
licenses  and  trademarks,  whether  secured  or  not  under  letters  patent 
of  the  United  States  or  of  any  other  state,  or  to  use,  work,  or  develop 
the  same  in  the  conduct  of  any  business,  manufacturing  or  otherwise, 
in  any  part  of  the  United  States  or  any  foreign  country. 

FORM  137. 
Biscuits,  Crackers,  Cakes,  etc. 

( NATION" AL   BISCUIT    COMPANY.) 

Third.  The  objects  for  which  the  said  corporation  is  formed  are  to 
manufacture,  buy,  sell  and  export  biscuits,  crackers,  cakes,  Italian 
paste,  confectionery  and  other  food  products  and  to  acquire  and  dis- 
pose of  shares  of  the  capital  stock  of  other  corporations  organized  in 
this  state  or  elsewhere  for  similar  purposes,  or  purposes  incidental 
thereto,  and  to  do  and  transact  all  lawful  business  incidental  to  all 
or  any  of  the  above-mentioned  objects. 

Fourth.  The  total  amount  of  the  capital  stock  of  the  corporation 
is  fifty  million  dollars.  The  number  of  shares  into  which  the  same 
is  divided  is  five  hundred  thousand,  of  a  par  value  of  one  hundred 
dollars  each.  Two  hundred  thousand  of  said  shares  are  to  be  pre- 
ferred stock  and  three  hundred  thousand  of  said  shares  are  to  be  com- 
mon stock.  The  holders  of  such  preferred  stock  shall  be  entitled  to 
receive  cumulative  dividends  at  the  rate  of  seven  per  cent  per  annum, 
payable  at  such  time  or  times  in  each  year  as  shall  be  required  by  the 
by-laws,  from  the  surplus  or  net  profits  arising  from  the  business  of 
the  company,  before  any  dividend  shall  be  set  apart  or  paid  upon  said 
common  stock.  Should  the  surplus  or  net  profits  arising  from  the 
business  of  the  corporation  prior  to  any  dividend  day  be  insufficient 
to  pay  the  dividend  on  preferred  stock,  such  dividend  shall  be  payable 
from  future  profits,  and  no  dividend  shall  at  any  time  be  paid  upon 
the  general  or  common  stock  until  the  full  pro  rata  amount  of  seven 
per  cent,  per  annum  up  to  that  time  upon  all  preferred  stock  shall 
have  been  paid  or  set  apart.  The  holders  of  preferred  stock  shall  be 
entitled  to  no  dividend  beyond  the  seven  per  cent  aforesaid.  Should 
any  part  of  said  surplus  or  net  profits  remain  after  the  payment  of  said 
pro  rata  dividend  upon  said  preferred  stock,  such  remainder  may  be 
applied  to  the  payment  of  a  dividend  upon  the  general  or  common 
stock. 

The  board  of  directors  shall  have  power  to  fix  the  amount  to  be 
reserved  as  a  working  capital. 


SPECIAL    OBJECT    CLAUSES.  1G3 

The  amount  with  which  said  company  will  commence  business  is 
five  thousand  dollars,  all  of  which  shall  be  common  stock,  and  which  is 
divided  into  shares  of  the  par  value  of  one  hundred  dollars  each. 


FORM  138. 

Blast  Furnaces. 

To  build,  own,  run  and  operate  blast  furnaces  for  the  purpose  of 
manufacturing  coke  from  coal  and  to  make  and  manufacture  gas  from 
coal  for  the  purpose  of  furnishing  heat  and  hot  air  for  the  melting  of 
iron,  lead  and  any  and  all  other  metals. 


FORM  139. 

Blooded  Stock. 

To  keep  for  sale  and  sell,  own,  import  and  export  blooded  live  stock 
of  all  kinds  and  to  own,  lease,  to  have  and  hold  lands,  farms  and  barns 
and  buildings  for  the  purpose  of  keeping,  breeding  and  raising  blooded 
stock,  such  as  horses,  cattle,  sheep,  hogs  and  goats  and  to  keep  and 
maintain  breeding  stables  for  the  purpose  of  breeding  blooded  stock, 
and  doing  all  things  necessary  and  proper  in  connection  therewith. 


FORM  140. 

Blue-Prints. 

To  make,  manufacture  and  sell  blue-prints  and  blue-print  paper, 
the  apparatus  involved  in  the  production  thereof  and  all  instruments, 
apparatus,  materials,  specialties  and  supplies  for  the  use  of  architects, 
engineers  and  draughtsmen. 


FORM  141. 

Bone  Dust  Manufactory. 

To  manufacture,  sell  and  deal  in  bone  dust,  and  to  own  and  operate 
a  plant  and  factory  for  the  purpose  of  manufacturing,  for  sale,  bone 
dust  as  a  fertilizer ;  and  to  purchase,  keep  on  hand,  and  use  the  proper 
and  necessary  material  out  of  which  bone  dust  may  be  made  and  man- 


164  CORPORATION    FORMS. 

ufactured,  and  to  own,  run,  manufacture  and  operate  a  plant  and 
factory  with  all  necessary  engines,  boilers,  fixtures,  machinery  and 
appliances  proper  and  useful  in  connection  with  the  making  and  man- 
ufacturing of  such  bone  dust  and  to  buy  and  sell  generally  bone  dust 
already  manufactured. 

FORM  142. 

Boom. 

To  make,  own  and  operate  a  boom  and  to  transport,  convey  and  float 
logs,  timbers  and  sawlogs,  and  to  purchase  and  own  timber  and  timber 
lands  from  which  to  cut  logs,  sawlogs  and  timber  and  convey  by  water 
and  otherwise  to  sawmills  for  the  purpose  of  sawing  them  into  lumber, 
timber,  masts  and  all  other  forms  for  use  as  merchandise  and  to  own, 
and  operate  sawmills  in  the  necessary  yards  for  the  purpose  of  sawing 
logs  into  lumber  and  to  own  and  operate  dry  kilns  for  the  purpose  of 
drying  such  lumber  and  timber  when  used  and  to  conduct  a  general 
lumber,  sawmill  and  timber  business  and  to  sell  all  the  products  of 
such  sawmill,  and  to  sell  logs,  timber  and  sawlogs  to  the  operators  of 
sawmills. 

FORM  143. 

Boot  and  Shoe. 

To  carry  on  the  business  of  boot  and  shoe  makers  and  dealers,  and 
to  manufacture,  buy,  sell,  import  and  export  and  deal  in  boots,  shoes, 
leather  and  leather  goods  of  all  kinds,  blacking,  varnish  and  other 
preparations  for  boots  or  leather,  lasts,  boot  stretchers,  bootjacks,  but- 
ton-hooks, laces,  fastenings,  buckles  and  all  other  accessories. 


FORM  144. 

Boot  and  Shoe  Machinery. 

Buying,  selling,  patenting,  developing,  repairing  and  exchanging 
shoe  working  and  all  other  kinds  of  machinery,  together  with  such 
other  articles  as  usually  accompany  and  form  a  part  of  the  aforesaid 
business,  also  the  buying,  selling  and  developing  of  patents  on  ma- 
chinery. 


SPECIAL    OBJECT    CLAUSES.  165 

FOEM  145. 

Soxes  and  Trunks. 

To  buy  and  sell  or  otherwise  to  deal  or  traffic  in  boards,  logs,  wood 
and  timber,  cut  or  standing,  and  to  manufacture  any  and  all  of  the 
same  into  boxes,  trunks  or  any  other  articles,  and  to  sell  or  otherwise 
deal  or  traffic  in  any  and  all  of  said  boxes,  trunks  or  other  articles 
when  made. 

FOEM  140. 
Brandies. 

1.  To  carry  on  the  business  of  manufacturers,  distillers  and  dealers 
in  brandies,  wines  and  liquors  of  every  class  and  description. 

2.  To  manufacture,  buy,  sell,  export,  import,  store,  warehouse  and 
generally  deal  in  brandies,  wines,  whiskey,  malt  liquors,  gin,  spirits 
and  beverages  of  all  kinds  and  their  products  and  by-products  of  every 
nature  whatsoever. 

3.  To  carry  on  the  general  business  of  distilling  and  rectifying 
brandies,  wines,  whiskey  and  liquor,  and  the  blending  of  gins  and 
whiskeys  of  all  classes  and  description  and  generally  deal  in  grain, 
sugar,  molasses  and  all  liquors  used  in  connection  with  the  operation 
of  a  distillery. 

4.  To  manufacture,  buy,  sell,  import  and  export  machinery  for  the 
manufacture,  distillation  and  rectification  of  liquors  of  every  class  and 
description. 

5.  To  build,  operate  and  maintain  warehouses,  bonded  or  other- 
wise, and  to  do  a.  general  warehouse  business. 

6.  To  issue,  register  and  certify  warehouse  receipts. 

7.  To  manufacture,  buy,  sell  and  deal  in  ice. 


FOEM  147. 
Breeders. 

1.  To  carry  on  the  business  of  breeding,  raising,  training,  buying, 
selling,  importing  and  exporting  horses. 

2.  To  conduct  any  and  all  manner  of  business  permitted  at  fairs  and 
racecourses,  and  in  general  to  do  any  and  all  things  in  accordance 
with  law  that  may  directly  or  indirectly  be  connected  with  the  raising 
of  horses. 


1G6  CORPORATION    FORMS. 

3.  To  keep  careful  lists  of  the  most  celebrated  horses  of  all  noted 
breeds,  and  their  pedigree  and  distinguishing  characteristics,  and  to 
publish  from  time  to  time  every  kind  of  information  on  such  subjects 
of  interest  to  horsemen. 

4.  To  buy,  sell,  raise  and  handle  live  stock  of  all  kinds  and  descrip- 
tion. 

FORM  148. 
Brewing. 

1.  To  purchase,  acquire,  hold,  develop,  improve,  operate,  control, 
manage  or  otherwise  turn  to  account ;  to  grant,  sell,  mortgage,  exchange 
or  otherwise  dispose  of  and  to  deal  in,  breweries,  or  other  properties 
which  are  or  may  be  used  in  connection  with  the  manufacture  and 
distribution  of  malt  or  other  beverages;  or  which  may  be.  used  in 
connection  with  the  business  of  dealing  in  malt  or  hops ;  and  in  the 
products  thereof;  saloons  and  other  properties,  which  are  or  may  be 
used  for  selling  at  retail  or  wholesale,  of  malt  and  other  beverages ; 
and  in  general  all  kinds  of  real  and  personal  property,  wheresoever 
situated;  and  rights,  privileges  or  interests  therein  which  are  or  may 
be  used  in  connection  with  the  business  above  described,  or  which 
may  be  in  any  way  related  thereto. 

2.  To  carry  on  and  conduct  in  any  state  of  the  United  States  and 
elsewhere  the  business  of  manufacturing,  brewing,  bottling,  buying, 
selling  and  generally  dealing  in  all  kinds  of  ale,  beer,  porter  and  other 
beverages ;  and  of  dealing  in  malt  and  hops  and  the  products  thereof ; 
and  in  all  other  materials  used  in  connection  with  the  business  of 
manufacturing  the  beverages  aforesaid. 

3.  To  purchase  and  acquire  the  good  will  and  any  part  or  all  the 
rights,  property  and  business  of  any  person,  firm,  association  or  corpo- 
ration, or  the  stock,  bonds  or  other  obligations  of  any  such  association 
or  corporation  heretofore  or  hereafter  engaged  in  any  business  similar 
to  the  business  of  this  corporation;  and  to  pay  for  the  same  in  cash  or 
in  the  stock  or  bonds  of  this  company,  or  in  any  other  manner,  and  to 
take,  hold,  mortgage  or  in  any  way  dispose  of  the  whole  or  any  part 
of  the  property  purchased  ;  and  to  pledge  or  hypothecate  any  of  the 
stock,  bonds  or  other  obligations  purchased  as  security  for  any  obli- 
gation of  this  corporation;  and  to  assume  in  connection  with  such 
purchase  or  sale  any  liability  of  any  such  person,  firm,  association  or 
corporation;  and  to  conduct  the  business  thus  acquired,  provided  such 
business  is  one  of  those  authorized  by  law. 


SPECIAL    OBJECT   CLAUSES.  167 

4.  To  purchase,  acquire,  hold  and  dispose  of  the  stocks,  bonds  or 
other  evidences  of  indebtedness  of  any  corporation,  domestic  or  for- 
eign, and  to  issue  in  connection  with  such  purchase  or  acquisition  the 
stock,  bonds  or  obligations  of  this  corporation,  and  while  the  owner 
thereof  to  possess  and  exercise  in  respect  thereto  all  the  rights,  powers 
and  privileges  of  individual  owners  of  such  stocks,  bonds  or  other  evi- 
dences of  indebtedness. 

5.  In  connection  with  and  incidental  to  the  foregoing,  to  acquire, 
manufacture,  hold,  sell  and  generally  deal  in  goods,  wares  and  mer- 
chandise, and  real  and  personal  property  of  every  kind  and  description. 

6.  To  construct,  operate,  sell,  lease,  mortgage  or  otherwise  dispose 
of  and  turn  to  account  any  and  all  breweries  or  other  buildings,  plants 
and  establishments  of  every  kind  and  character,  incidental  to  or  con- 
nected with  any  portion  of  the  business  above  enumerated. 

7.  To  acquire,  lease,  mortgage  and  sell  licenses  for  the  sale  of 
malt  and  other  beverages,  and  to  hold,  use,  operate  and  turn  the  same 
to  account,  and  to  acquire,  sell,  mortgage  or  otherwise  convey  any  and 
all  inventions,  devices,  machines,  improvements  and  processes,  and 
any  and  all  letters  patent  and  trademarks  of  the  United  States  and 
of  any  other  countries  thereupon,  and  all  rights  connected  therewith 
or  appertaining  thereunto. 

8.  To  make  loans  and  advances,  either  with  or  without  security  of 
any  kind,  and  to  guarantee  and  endorse  the  notes,  bonds,  securities, 
obligations  and  accounts  of  other  corporations,  firms  and  individuals, 
so  far  as  necessary  and  proper  in  connection  with  its  said  business. 

9.  To  raise  money  to  any  amount  permitted  by  law,  and  for  that 
purpose  to  issue  and  sell  notes,  bonds,  debentures,  collateral  certificates 
or  other  obligations  of  any  nature ;  and  to  secure  the  same  by  mortgage 
or  lien  of  any  kind  upon  any  of  the  property,  real  or  personal,  of  this 
corporation  or  any  portion  thereof,  or  by  the  hj'pothecation  as  collat- 
eral security  of  any  stocks,  bonds  or  other  obligations  of  corporations 
which  may  be  acquired  by  it. 

10.  To  enter  into  and  carry  out  any  contracts  and  agreements  in 
relation  to  the  business  aforesaid  with  any  person,  firm,  association, 
corporation,  government  or  governmental  agency  which  may  be  neces- 
sary, proper  and  lawful. 

11.  To  do  any  and  all  things  necessary,  suitable  and  proper  for  the 
accomplishment  of  any  of  the  purposes  or  for  the  attainment  of  any 
of  the  objects  or  for  the  exercise  of  any  of  the  powers  herein  set  forth, 
whether  herein  specified  or  not,  either  alone  or  in  connection  with 
other  firms,  individuals  or  corporations,  either  in  this  state  or  through- 
out the  United  States,  and  elsewhere,  and  to  do  any  other  act  or  acts, 


1G8  CORPORATION   FORMS. 

thing  or  things  incidental  or  pertinent  to  or  growing  out  of  or  con- 
nected with  the  business  hereinbefore  described,  or  any  part  or  parts 
thereof,  if  not  inconsistent  with  the  laws  under  which  this  corporation 
is  organized. 

FORM  149. 

Brick. 

To  manufacture,  buy,  sell,  import  and  export,  or  in  any  manner 
trade  or  deal  in  and  with  any  and  every  kind  of  bricks,  concrete,  stone 
and  building  materials,  enamelings,  goods  and  merchandise,  and  for 
that  purpose,  to  purchase,  own,  charter  and  operate  steamboats,  steam 
tugs,  barges,  and  other  boats,  also  to  take,  acquire,  purchase,  hold,  own, 
rent,  exchange,  mortgage,  improve,  cultivate,  develop  and  otherwise 
deal  in  and  dispose  of  any  and  all  property  real  and  personal,  of  every 
description,  incident  to  or  capable  of  being  used  in  connection  with  the 
aforesaid  businesses,  or  any  of  them. 

FORM  150. 
Brick  Makers. 

To  carry  on  the  business  of  manufacturers  of  bricks,  tiles,  pipes, 
pottery,  earthenware,  china  and  terra  cotta,  and  ceramic  ware  of  all 
kinds. 

To  carry  on  the  business  of  pavers  and  manufacturers  of  and  dealers 
in  artificial  stone,  whether  for  building,  paving,  or  other  purposes. 

FOKM  151. 
Bridge  Builders. 

1.  To  manufacture  and  sell  bridges  and  bridge  and  structural 
work;  to  buy,  sell,  manufacture  and  trade  in  steel,  iron  and  other 
metals  and  their  by-products,  and  to  store  and  transport  the  same. 

2.  To  construct,  acquire,  maintain,  work  or  operate,  lease,  sell  or 
otherwise  dispose  of  any  lands,  appurtenances,  plants,  business,  good 
will,  mills,  furnaces,  factories,  engines,  boilers,  machinery,  apparatus, 
tools,  appliances  and  conveniences. 

3.  To  buy,  sell,  manufacture  and  trade  in  structural  iron  and  steel, 
plates,  materials,  supplies  or  articles  made  partly  or  wholly  from  metal 
of  any  kind. 


SPECIAL   OBJECT    CLAUSES.  169 

4.  To  buy,  sell,  manufacture  and  trade  in  such  other  raw  materials, 
products  or  merchandise  as  may  be  conveniently  or  advantageously 
used  or  sold  in  connection  with  said  business  in  any  of  its  branches 
or  otherwise. 

5.  To  apply  for,  purchase,  acquire,  hold,  own,  use,  operate,  sell, 
assign  or  dispose  of  any  or  all  inventions,  improvements  and  processes 
used  in  connection  with  or  secured  under  letters  patent  of  the  United 
States,  or  other  countries,  or  otherwise,  and  to  acquire  or  grant  licenses 
and  rights  in  respect  thereof,  or  otherwise;  and,  with  a  view  to  the 
working  or  development  of  the  same,  to  carry  on  any  similar  business, 
whether  manufacturing  or  otherwise,  calculated,  directly  or  indirectly, 
to  effectuate  the  objects  of  such  corporation. 


FORM  152. 

Brokers. 

To  buy  and  sell  municipal  bonds,  mortgages,  debentures,  trust 
receipts,  commercial  paper,  consols  and  governmental  securities,  but 
not  to  engage  in  banking  business  in  any  manner. 


FORM  153. 

Bronze. 

To  manufacture  and  deal  in  silicon  and  aluminum  and  other 
bronzes,  all  kinds  of  metal  and  metallic  compounds,  articles  composed 
wholly  or  in  part  of  metal,  electrical  supplies,  and  to  purchase,  hold, 
sell,  exchange,  lease,  pledge  and  mortgage,  either  directly  or  indi- 
rectly, through  agents  or  trustees,  real  estate,  personal  assets,  patents. 
patent  rights  and  other  rights,  easements,  interests,  stocks  and  fran- 
chises in  such  manner  as  may  be  advantageous  or  convenient  in  the 
prosecution  of  its  business,  which  are  authorized  by  the  statute  laws  of 
the  state. 

FORM  154. 

Brooms. 

To  manufacture  and  deal  in  brooms  of  all  classes  and  descriptions: 
to  manufacture,  buy,  sell,  import,  export  and  generally  deal  in  brooms, 
broom  com,  broom  hangers,  binding  twine,  binding  wire  and  all  other 


170  CORPORATION    FORMS. 

articles  suitable  for  use  in  such  manufacture ;  also  to  deal  in  such  other 
goods,  wares  and  merchandise  as  are  usually  manufactured  or  dealt  in 
by  manufacturers  and  dealers  in  a  similar  line  of  business. 

FOEM  155. 

Brushes. 

To  manufacture,  buy,  sell,  export  and  import,  and  deal  in  all  kinds 
of  brushes,  brooms  and  dusters  and  hardware ;  to  purchase,  manufac- 
ture and  dispose  of,  by  sale  or  otherwise,  other  articles  incident  to  the 
making  of  said  brushes,  brooms  and  dusters ;  to  acquire  and  hold,  sell 
or  otherwise  dispose  of  such  real  estate  or  other  property  as  the  busi- 
ness of  the  company  may  require,  and  in  general  to  perform  all  the 
acts  incident  to  such  a  manufacturing  corporation. 

FOEM  156. 
Builders  and  Contractors. 

1.  To  conduct  and  carry  on  the  business  of  builders  and  contractors 
for  the  purpose  of  building,  erecting,  altering,  repairing  or  doing  any 
other  work  in  connection  with  any  and  all  classes  of  building  and  im- 
provements of  any  kind  and  nature,  whatsoever,  including  the  build- 
ing, rebuilding,  alteration,  repairing  or  improvement  of  houses,  fac- 
tories, buildings,  works  or  erections  of  every  kind  and  description 
whatsoever,  including  the  locating,  laying  out  and  constructing  of 
roads,  avenues,  docks,  slips,  sewers,  bridges,  wells,  walls,  canals,  rail- 
roads or  street  railways,  power  plants,  and  generally  in  all  classes  of 
buildings,  erections  and  works,  both  public  and  private,  or  integral 
parts  thereof,  and  to  perform  engineering  and  architectural  work, 
including  the  preparation  of  plans  and  specifications  in  expert  work, 
as  acting  and  consulting  and  superintendent  engineers  and  architects, 
and  generally  to  do  and  perform  any  and  all  works  as  builders  and  con- 
tractors, and  with  that  end  in  view  to  solicit,  obtain,  make,  perform 
and  carry  out  contracts  covering  the  building  and  contracting  business 
and  the  work  connected  therewith. 

2.  To  manufacture,  buy,  sell,  trade  and  deal  in  all  and  every  kind 
of  material,  product,  manufactured  or  unmanufactured,  iron,  steel, 
wood,  brick,  cement,  granite,  stone  and  other  products  and  materials, 
including  the  quarrying  of  stone,  to  buy,  acquire,  hold,  use,  employ, 
mortgage,  convey,  lease  and  dispose  of  patent  rights,  letters  patent, 
processes,  devices,  inventions,  trademarks,  formulas,  good  will  and 


SPECIAL    OBJECT    CLAUSES.  171 

other  rights ;  to  take,  acquire,  buy,  hold,  own,  maintain,  work,  develop, 
sell,  convey,  lease,  mortgage,  exchange,  improve  and  otherwise  deal  in 
and  dispose  of  real  estate  and  real  property  or  any  interest  or  rights 
therein  without  limit  as  to  the  amount ;  to  lend  money  on  bonds  se- 
cured by  mortgage  and  real  property  and  to  make  advances  from  time 
to  time  on  bonds  secured  by  mortgage  for  future  advance  on  real 
estate,  but  nothing  herein  set  forth  shall  give  or  be  construed  to  give 
said  corporation  any  banking  powers. 

3.  To  purchase,  acquire,  hold  and  dispose  of  stocks,  bonds  and  other 
obligations  including  judgments,  interest,  accounts  or  debts  of  any 
corporation,  domestic  or  foreign  (except  moneyed  or  transportation  or 
banking,  or  insurance  corporations)  owning  or  controlling  any  articles 
which  are  or  might  be  or  become  useful  in  the  business  of  this  com- 
pany, and  to  purchase,  acquire,  hold  and  dispose  of  stocks,  bonds  or 
other  obligations  including  judgments,  interests,  accounts  or  debts  of 
any  corporation,  domestic  or  foreign  (except  moneyed  or  transportation 
or  banking  or  insurance  corporations)  engaged  in  a  business  similar 
to  that  of  this  company,  or  engaged  in  the  manufacture,  use  or  sale 
of  property,  or  in  the  construction  or  operation  of  works  necessary  or 
useful  in  the  business  of  this  company,  or  in  which,  or  in  connection 
with  which,  the  manufactured  articles,  product  or  property  of  this 
company  may  be  used,  or  of  any  corporation  with  which  this  corpora- 
tion is  or  may  be  authorized  to  consolidate  according  to  law,  and  this 
company  may  issue  in  exchange  therefor  the  stock,  bonds  or  other 
obligations  of  this  company. 

4.  To  purchase,  take  and  lease,  or  in  exchange,  hire  or  otherwise 
acquire  any  real  or  personal  property,  rights  or  privileges  suitable  or 
convenient  for  any  of  the  purposes  of  this  business,  and  to  purchase, 
acquire,  erect  and  construct,  make  improvement  of  buildings  or  ma- 
chinery stores  or  works,  in  so  far  as  the  same  may  be  appurtenant  to 
or  useful  for  the  conduct  of  the  business  as  above  specified,  but  only 
to  the  extent  to  which  the  company  may  be  authorized  by  the  statutes 
under  which  it  is  organized. 

5.  To  acquire  and  carry  on  all  or  any  part  of  the  business  or  prop- 
erty of  any  company  engaged  in  a  business  similar  to  that  authorized 
to  be  conducted  by  this  company,  or  with  which  this  company  is 
authorized  under  the  laws  of  this  state  to  consolidate,  or  whose  stock 
the  company  under  the  laws  of  this  state  and  the  provisions  of  this 
certificate  is  authorized  to  purchase  and  to  undertake  in  conjunction 
therewith,  any  liabilities  of  any  person,  firm,  association  or  company 
described  as  aforesaid,  possessing  of  property  suitable  for  any  of  the 
purposes  of  this  company,  or  for  carrying  on  any  business  which  this 


172  CORPORATION    FORMS. 

company  is  authorized  to  conduct,  and  as  for  the  consideration  for  the 
same  to  pay  cash  or  to  issue  shares,  stocks  or  obligations  of  this  com- 
pany. 

6.  Subject  to  the  limitations  herein  prescribed  and  the  statutes  of 
this  state,  to  purchase,  subscribe  for  or  otherwise  acquire  and  to  hold 
the  shares,  stocks  or  obligations  of  any  company  organized  under  the 
laws  of  this  state  or  of  any  other  state,  or  of  any  territory  of  the  United 
States,  or  of  any  foreign  country,  except  moneyed  or  transportation  or 
banking  or  insurance  corporations,  and  to  sell  or  exchange  the  same,  or 
upon  the  distribution  of  assets  or  divisions  of  profits,  to  distribute  any 
such  shares,  stocks  or  obligations  or  proceeds  thereof  amongst  the 
stockholders  of  this  company. 

7.  Subject  to  the  limitations  herein  prescribed  and  the  require- 
ments of  the  statutes  of  this  state,  to  borrow  or  raise  money  for  any 
purposes  of  the  company,  and  to  secure  the  same  and  interest,  or  for 
any  other  purpose,  to  mortgage  all  or  any  part  of  the  property  cor- 
poreal or  incorporeal  rights  or  franchises  of  this  company  now  owned 
or  hereafter  acquired,  and  to  create,  issue,  draw  and  accept  and  nego- 
tiate bonds  and  mortgages,  bills  of  exchange,  promissory  notes  or  other 
obligations  or  negotiable  instruments. 

8.  Subject  to  the  limitations  herein  prescribed  and  the  require- 
ments of  the  statutes  of  this  state,  to  guarantee  the  payment  of  divi- 
dends or  interest  on  any  shares,  stocks,  debentures  or  other  securities 
issued  by,  or  any  other  contract  or  obligation  of,  any  corporation  de- 
scribed as  aforesaid,  whenever  proper  or  necessary  for  the  business  of 
the  company,  and  provided  the  required  authority  be  first  obtained 
for  that  purpose,  and  always  subject  to  the  limitations  herein  pre- 
scribed. 

9.  And  further  to  do  and  perform  and  cause  to  be  done  or  per- 
formed each,  any  and  all  of  the  acts  and  things  above  enumerated,  and 
any  and  all  other  acts  and  things  in  so  far  as  the  same  may  be  inci- 
dental to  or  included  in  any  or  all  of  the  general  powers  given,  always 
provided  on  the  grant  of  the  foregoing  enumerated  powers  is  upon  the 
express  condition  precedent,  that  the  various  powers  above  enumerated 
shall  be  exercised  by  said  company  only  in  case  the  same  are  authorized 
to  be  exercised  by  the  acts  above  recited  under  which  said  company  is 
organized,  and  the  same  shall  be  exercised  by  said  company  only  in  the 
manner  and  to  the  extent  that  the  same  may  be  authorized  to  he  ex- 
ercised under  the  said  acts  above  recited  under  which  it  was  organized. 
The  said  corporation  may  perform  any  part  of  its  business  outside  the 

state  of ,  in  the  other  states  or  colonies  of  the  United  States, 

in  Cuba  and  foreign  countries. 


SPECIAL    OBJECT    CLAUSES.  173 

FORM  157. 
Building. 

Carrying  on  a  general  building  and  construction  business  and  man- 
ufacturing and  dealing  in  builders'  supplies. 

Making,  entering  into,  performing  and  carrying  out  contracts  for 
constructing,  altering,  decorating,  maintaining,  furnishing,  fitting  up 
and  improving  buildings  of  every  sort  and  kind;  advancing  money 
to  and  entering  into  contract  and  arrangements  of  all  kinds  with 
builders,  property  owners  and  others:  carrying  on  in  all  their  re- 
spective branches  the  businesses  of  builders,  contractors,  decorators, 
dealers  in  stone,  brick,  timber,  hardware,  and  other  building  materials 
or  requisites. 

FOKM  158. 

Building  and  Development. 

Carrying  on  the  business  of  building  railways,  houses,  turnpikes, 
public  and  private  highways  and  roads,  draining,  reclaiming  and  im- 
proving submerged,  swampy  or  other  lands;  cultivating  any  and  all 
kinds  of  crops,  selling  and  utilizing  the  same  for  manufacturing  pro- 
ducts therefrom ;  buying,  selling  and  dealing  in  merchandise. 

FORM  159. 
Building  Contractors. 

1.  To  make,  enter  into,  perform  and  carry  out  contracts  for  con- 
structing, altering,  decorating,  maintaining,  furnishing,  fitting  up 
and  improving  buildings  of  every  sort  and  kind;  to  advance  money 
to  and  enter  into  contracts  and  arrangements  of  all  kinds  with  build- 
ers, property  owners  and  others;  to  carry  on  in  all  their  respective 
branches  the  business  of  builders,  contractors,  decorators,  dealers  in 
stone,  brick,  timber,  hardware  and  other  building  materials  or  requi- 
sites to  purchase  for  investment  or  resale,  -and  to  sell  houses,  lands, 
real  property  of  all  kinds'  and  any  interest  therein,  and  generally  to 
deal  in,  sell,  lease,  exchange  or  otherwise  deal  in  lands,  buildings  and 
any  other  property,  whether  real  or  personal. 

'?.  And  for  that  purpose  to  purchase,  own  or  charter  and  operate 
steamboats,  steam-tugs,  barges  and  other  boats,  and  to  own,  hold,  buy, 
sell  and  deal  in  real  estate  requisite  or  convenient  for  such  business, 
and  to  do  any  and  all  other  acts  incident  to  or  connected  with  such 
business. 


174  CORPORATION   FORMS. 

FORM  160. 

Building  Materials. 

To  manufacture,  buy,  sell,  deal  and  trade  in  any  and  every  kind  of 
brick,  stone,  cement  and  building  materials,  goods  and  merchandise 
by  land  or  water,  and  for  that  purpose  to  purchase,  own  or  charter 
and  operate  steamboats,  steam-tugs,  barges  and  other  boats,  and  to 
own,  hold,  buy,  sell  and  deal  in  real  estate  requisite  or  convenient  for 
such  business,  and  to  do  any  and  all  other  acts  incident  to  or  connected 
with  such  business. 

FOKM  161. 

Business  College. 

To  teach  at  its  place  of  business  and  by  correspondence  both  sexes 
in  the  arts,  sciences  or  studies  relating  to  bookkeeping,  stenography, 
telegraphy,  typewriting,  manifolding,  commercial  law,  civil  engi- 
neering, mechanical  engineering,  electrical  engineering  and  whatsoever 
belongs  to  a  thorough  business,  commercial  or  technical  education. 

FOEM  162. 
Butchers. 

1.  To  manufacture,  buy  and  sell  all  kinds  of  food  and  food  prod- 
ucts. 

2.  To  carry  on  the  business  of  wholesale  and  retail  dealers  in  meat 
and  meat  products,  and  to  operate  in  connection  therewith  slaughter- 
houses, stock  yards  and  live  stock  farms  and  ranches;  also  to  operate 
and  maintain  cold  storage  warehouses,  plants  and  all  buildings  neces- 
sary or  expedient  for  carrying  on  the  aforesaid  business. 

FORM  163.    • 
Buttons. 

1.  To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
buttons  and  all  products  necessary  or  useful  in  the  business  of  button 
manufacturing. 

2.  To  purchase  or  otherwise  acquire  letters  patent  of  the  United 
States  or  of  foreign  countries,  together  with  all  extensions  or  renewals 


SPECIAL   OBJECT    CLAUSES.  175 

of  the  same,  covering  the  manufacture  of  buttons  and  button  machin- 
ery, also  to  buy,  manufacture  and  keep  in  stock  for  purposes  of  sale 
such  goods,  wares  and  merchandise  as  are  usually  manufactured  by 
and  dealt  in  by  manufacturers  and  dealers  in  a  similar  line  of  busi- 
ness. 

FORM  164. 

Canning. 

To  own,  operate,  run  and  manage  a  canning  factory,  and  to  own 
real  estate,  buildings,  structures  and  all  the  necessary  machinery  and 
appliances  for  running  and  operating  a  canning  factory  for  the  pur- 
pose of  canning  and  preserving  fruit  and  vegetables,  any  such  articles, 
fruit  and  vegetables  as  corn,  pumpkin,  beans,  peas,  apples,  cherries, 
peaches,  pears,  plums,  and  such  like  fruit,  products  and  vegetables; 
and  to  own  and  hold  by  lease  or  otherwise  farming  lands  from  which 
to  produce  and  raise  such  articles,  vegetables  and  fruit ;  and  to  furnish 
and  supply  farmers,  gardeners  and  such  laborers  and  workmen  with 
seed  and  seeds  of  such  vegetables  with  which  to  grow  and  produce  such 
vegetables  and  products  to  be  sold,  canned  and  preserved,  and  to  deal 
in  canned  goods  of  its  own  product  and  to  buy  and  sell  all  such  canned 
goods  generally  and  to  sell  and  dispose  of  all  by-products  made  and 
resulting  in  the  operation  of  such  a  canning  factory  and  doing  all 
things  necessary  and  proper  in  running  and  operating  such  a  factory. 

FOEM  165. 

Car  Builders. 

To  manufacture,  buy,  lease  or  otherwise  acquire,  equip,  construct, 
alter,  repair,  maintain,  operate  and  sell  steam,  electric  or  cable  cars, 
and  to  manufacture,  buy,  lease,  or  otherwise  acquire,  construct,  alter, 
repair  and  sell  all  apparatus,  appliances,  devices,  machinery  and  ma- 
terials for  use  in  operating,  constructing  or  maintaining  steam,  elec- 
tric or  cable  cars,  or  used  in  constructing,  operating  or  maintaining 
any  line  of  railway,  steam  or  electric  lines  or  otherwise,  or  the  stations, 
terminals  or  equipment  thereof. 

FORM  166. 

Carbon  Engines. 

To  manufacture,  buy,  sell,  import,  export  and  deal  in  carbon  engines 
and  all  kinds  of  machinery,  tools  and  implements  incidental  to  the 


176  CORPORATION   FORMS. 

development  of  new  and  useful  mechanical  devices,  and  to  obtain  let- 
ters patent  thereupon ;  to  acquire  letters  patent,  domestic  and  foreign, 
for  the  right  to  construct  machines  upon  which  patents  have  already 
been  issued  and  applied  for. 


FORM  167. 

Carpet  Cleaning. 

To  engage  in  the  business  of  cleaning  carpets,  rugs  and  floors  and 
the  interior  decorations  and  furniture  of  houses  and  buildings  by  sani- 
tary dust  removing  machinery,  utilizing  a  compressed  air  and  vacuum 
process,  with  the  right  to  manufacture,  purchase,  sell  and  install 
machinery  therefor. 

FORM  168. 

Cash  Registers. 

To  manufacture,  buy,  sell  and  deal  in  cash  registers,  check  printing 
registers,  tape  printing  registers,  autographic  registers,  adding  ma- 
chines, calculating  machines,  registering  machines  and  any  and  all 
similar  registers,  machines,  apparatus  and  devices;  and  to  do  all  acts 
and  things  and  to  transact  all  business  necessary  or  proper  in  connec- 
tion with  the  said  objects,  or  incidental  thereto,  or  in  any  wise  con- 
nected therewith ;  and,  in  general,  to  carry  on  any  other  business, 
whether  manufacturing  or  otherwise,  for  the  furtherance  of  the  said 
objects. 

FORM  169. 

Cattle. 

To  breed,  raise,  import,  export  and  deal  in  cattle  and  live  stock  of  all 
kinds,  and  to  carry  on  a  general  cattle,  grazing  and  agricultural  busi- 
ness. 

FORM  170. 

Cement. 

1.  To  manufacture,  sell  and  deal,  export  and  import  any  kind  of 
cement,  lime  and  brick  or  other  building  material,  and  to  manufac- 
ture, deal  in,  buy  and  sell  and  lay  sidewalks  and  pavements  and  drain 
sewers  and  other  kinds  of  pipes,  and  to  deal  in  any  and  all  other  ma- 


SPECIAL    OBJECT    CLAUSES.  177 

terials  of  a  like  nature  or  connected  with  such  business,  and  to  buy, 
sell,  own,  hold  and  deal  in  any  and  all  real  estate  incident  or  con- 
venient to  the  doing  of  such  business,  and  for  that  purpose  to  purchase, 
own  or  charter  and  operate  steamboats,  steam-tugs,  barges  and  other 
boats,  and  to  own,  hold,  buy,  sell  and  deal  in  real  estate  requisite  or 
convenient  for  such  business,  and  to  do  any  and  all  other  acts  incident 
to  or  connected  with  such  business. 

2.  To  manufacture,  sell  and  deal  in  Portland  cement,  and  all  kinds 
of  natural  and  other  cement,  lime,  limestone,  calcined  and  other  plas- 
ters and  artificial  stone,  and  to  erect  or  acquire  by  purchase,  lease  or 
otherwise,  manufactories,  kilns  and  buildings ;  to  establish  and  main- 
tain and  operate  manufactories,  kilns,  warehouses,  agencies  and  depots 
for  manufacturing  and  storing  its  cement  and  other  products,  and 
for  the  sale  and  distribution,  and  to  transport,  or  cause  the  same  to  be 
transported,  as  articles  of  commerce,  and  to  do  any  and  all  things  in- 
cidental thereto  and  necessary  and  proper  to  be  done  in  connection 
with  the  business  of  trading  and  manufacturing  as  aforesaid. 

3.  To  manufacture,  prepare,  buy,  sell,  import,  export  and  deal  in 
cement,  Portland  or  otherwise,  lime,  limestone  and  all  kinds  of  plas- 
ters and  artificial  stone. 

4.  To  build,  buy,  lease  or  otherwise  acquire  manufactories,  plants, 
buildings  and  warehouses  suitable  for  the  manufacture,  selling  and 
storing  of  cement  and  other  products  of  a  similar  nature. 

5.  To  manufacture  and  deal  in  such  other  goods,  wares  and  mer- 
chandise as  are  usually  manufactured  and  dealt  in  by  those  engaged 
in  a  similar  line  of  business. 

FOKM  171. 

Cereals. 

To  buy,  sell,  store,  warehouse,  deal  in  and  handle  in  every  manner, 
wheat,  corn,  oats,  grains  and  cereals  of  every  description,  and  to  grind, 
mill  and  convert  the  same  into  the  various  products  thereof.  To  own, 
lease  or  otherwise  hold  elevators,  mills,  granaries  and  structures  of 
every  nature  and  kind  for  the  storing,  handling,  utilization  and  sale  of 
oats,  grains,  cereals  and  agricultural  products  of  every  nature  and 
kind.  To  carry  on  a  milling  and  manufacturing  business  and  the  busi- 
ness of  transporting  agricultural  products  of  every  nature  and  kind. 
To  manufacture,  buy,  sell,  and  deal  in  agricultural  machinery  and 
milling  machinery,  and  machinery  for  handling  oats,  grains,  cereals 
and  all  agricultural  products  and  machinery  for  converting  agricul- 
tural products  of  all  kinds  into  their  various  products  and  by-products. 
12— Thomp.  Corp.  VII. 


178  CORPORATION    FORMS. 

FOEM  172. 

Chemicals. 

To  manufacture,  buy,  sell,  deal  in  and  use  alkalies  and  chemicals  of 
all  kinds  and  all  articles  and  things  used  in  the  manufacture,  mainte- 
nance and  working  thereof,  and  also  all  apparatus  and  implements  and 
things  for  use  either  alone  or  in  connection  with  the  products  of  which 
they  are  ingredients,  or  in  the  manufacture  of  which  they  are  a  factor. 

FOEM  173. 
Chemists  and  Druggists. 

1.  To  carry  on  the  business  of  chemists,  druggists,  chemical  manu- 
factures, importers,  exporters,  manufacturers  and  dealers  in  chemical, 
pharmaceutical,  medicinal  and  other  preparations  and  chemicals. 

2.  To  buy,  sell,  manufacture,  refine,  manipulate,  import,  export  and 
deal  in  all  substances,  apparatus  and  things  capable  of  being  used  in 
connection  with  any  such  business  as  aforesaid,  either  by  wholesale  or 
retail ;  to  construct,  maintain  and  alter  any  building,  works  or  mines 
necessary  or  convenient  for  the  purposes  of  the  company. 

FOEM  174. 

Cigars. 

To  manufacture  and  sell  cigars ;  to  purchase,  acquire  and  hold  prop- 
erty, buildings,  machinery  and  appliances,  and  to  purchase,  acquire 
and  keep  on  hand  raw  material,  all  to  be  used  in  the  manufacture  and 
sale  of  cigars ;  the  same  to  be  manufactured  under  different  brands  and 
in  different  qualities  according  to  the  condition  and  quality  of  the  raw 
material ;  and  to  manufacture  and  prepare  all  refuse  and  raw  material 
not  used  in  the  manufacture  of  cigars  into  commercial  commodities ; 
and  to  sell  at  wholesale  and  retail  all  such  manufactured  cigars  and 
other  products ;  and  to  do  a  general  mercantile  business  in  the  manu- 
facture and  sale  of  cigars  and  of  the  products  of  tobacco  which  from  its 
form  and  quality  cannot  be  profitably  made  into  cigars. 

FOEM  175. 

City  Buildings. 

1.  To  acquire  by  purchase,  lease,  exchange  or  otherwise,  land  situ- 
ate in  the  city  of and  its  neighborhood,  and  any  estate  or  in- 


SPECIAL   OBJECT   CLAUSES.  179 

terest  therein,  and  any  rights  over  or  connected  with  land  so  situate, 
and  to  turn  the  same  to  account,  as  may  seem  expedient,  and  in  par- 
ticular by  preparing  building  sites,  and  by  constructing,  reconstructing, 
altering,  improving,  decorating,  furnishing  and  maintaining  offices, 
flats,  houses,  factories,  warehouses,  shops,  wharves,  buildings,  works 
and  conveniences  of  all  kinds,  and  by  consolidating  or  connecting  or 
subdividing  properties,  and  by  leasing  and  disposing  of  the  same. 

2.  To  manage  land,  buildings  and  other  property  situate  as  afore- 
said, whether  belonging  to  the  company  or  not,  and  to  collect  rents 
and  income,  and  to  supply  to  tenants  and  other  attendance,  messen- 
gers, light,  heat  and  power,  and  all  other  conveniences,  electric  or 
otherwise,  and  other  advantages. 

3.  To  acquire  and  take  over  any  business  or  undertaking  carried  on, 
upon  or  in  connection  with  any  land  or  building  which  the  company 
may  desire  to  acquire  as  aforesaid  or  become  interested  in,  and  the 
whole  or  any  of  the  assets  'and  liabilities  of  such  business  or  undertak- 
ing, and  to  carry  on  the  same,  or  to  dispose  of,  remove,  or  put  an  end 
thereto,  or  otherwise  deal  with  the  same  as  may  seem  expedient. 

4.  To  establish  and  carry  on,  and  to  promote  the  establishment  and 
carrying  on,  upon  any  property  in  which  the  company  is  interested,  of 
any  business  which  may  be  conveniently  carried  on  upon  or  in  connec- 
tion with  such  property,  and  the  establishment  of  which  may  seem 
calculated  to  enhance  the  value  of  the  company's  interest  in  such  prop- 
erty, or  to  facilitate  the  disposal  thereof. 

5.  To  assist  financially  or  otherwise  builders,  tenants  and  others 
who  may  be  willing  to  build  on  or  improve  any  land  or  buildings  in 
which  the  company  is  interested. 

FOKM  176. 

Civil  Engineering. 

Carrying  on  the  business  of  civil  engineering  and  surveying,  mak- 
ing plans  and  estimates  of  land  and  structures,  including  the  develop- 
ment and  application  and  use  of  the  plans  and  surveys  of  the  firm  of  A 
and  B  composed  of  A  and  B,  and  the  plans  and  surveys  of  A. 

FOKM  177. 

Clay. 

To  mine,  quarry,  excavate  and  bore  for  silica  rock,  silica  sand, 
kaolin  clay  and  other  minerals  and  substances  incidentally  developed ; 


180  CORPORATION   FORMS. 

the  manufacture  of  the  same  into  brick,  tile  or  other  manufactured 
products,  and  the  sale  thereof  in  crude  or  manufactured  form,  and  to 
extent  required  in  such  business,  the  purchase,  sale  and  lease  of  real 
estate. 

FOEM  178. 
Cleansing  and  Benovating. 

To  clean  and  renovate  carpets,  rugs,  curtains  and  furniture  and  all 
and  every  kind  of  furnishings  whatsoever  used  in  and  about  dwelling 
houses,  offices,  stores  and  buildings  by  means  of  compressed  air,  vacuum 
cleaners  or  otherwise,  and  to  manufacture  and  install  plants  for  clean- 
ing and  renovating  by  means  of  compressed  air  or  otherwise. 

FOEM  179. 

Cloth. 

Buying,  selling,  manufacturing  and  dealing  in  rubber,  cotton,  wool, 
silk,  flax  and  all  fibrous  materials,  and  rubber,  cotton,  woolen,  silk,  flax 
and  all  fibrous  goods  and  fabrics,  and  in  goods  and  fabrics  into  which 
rubber,  cotton,  wool,  silk,  flax  or  any  fibrous  material  enters  as  a  com- 
ponent part,  and  the  manufacture,  repair,  purchase,  sale  and  dealing 
in  machinery,  tools  and  appliances  which  are  or  may  be  used  in  buying, 
selling,  manufacturing  and  dealing  in  said  materials,  goods  and  fabrics. 

FOEM  180. 
Clothing. 

1.  To  manufacture  and  deal  in  clothing  and  wearing  apparel  of 
every  description,  and  any  other  articles  which  may  be  conveniently  or 
advantageously  handled  in  conjunction  with  the  business  aforesaid. 

2.  To  engage  in  the  manufacture,  purchase,  sale,  export  and  import 
of  woolen  and  cotton  and  other  fabrics  of  all  kinds,  and  any  and  all 
materials  used  in  the  manufacture  of  clothing  and  wearing  apparel  or 
articles  usually  dealt  in  therewith  or  in  connection  therewith. 

FOEM  181. 

Coal. 

1.  To  buy  and  sell,  deal  in,  export  or  import  coal,  coke  and  wood 
and  similar  combustible  material,  and  to  act  as  the  agent  of  any  indi- 


SPECIAL   OBJECT    CLAUSES.  181 

vidual  or  individuals,  natural  or  artificial,  in  buying,  selling  or  dealing 
for  them  in  such  materials  and  to  engage  in  the  business  of  handling, 
buying,  selling  and  dealing  in  and  with  coal  for  them  on  their  account, 
and  for  the  purpose  of  such  business  to  own  or  rent  or  otherwise  use 
or  occupy  storehouses,  docks,  piers,  boat  and  barges  and  any  real  estate 
necessary  to  the  carrying  on  of  the  said  business. 

2.  To  buy  and  sell  bituminous  and  semi-bituminous  coal,  and  to  act 
as  the  agent  of  coal  companies  in  selling  their  coal,  and  to  make  con- 
tracts with  coal  companies  in  reference  to  handling  and  selling  their 
coal  on  such  terms  as  may  be  agreed  upon,  and  for  the  purpose  of 
handling  coal,  to  own  or  rent  storehouses,  docks,  piers  and  any  real 
estate  necessary  to  the  carrying  on  of  the  said  business. 


FORM  182. 

Coal  Briquette. 

To  manufacture,  buy,  sell,  deal  in  and  deal  with  coal  briquettes ;  to 
mine,  buy,  sell,  deal  in  and  deal  with  coal  and  other  minerals,  and  to 
manufacture  and  sell  coke  and  its  by-products ;  to  acquire  by  purchase, 
lease  or  otherwise  coal  mines,  coal  lands,  coal  properties,  mineral  and 
mining  rights;  to  manufacture,  purchase  or  otherwise  acquire,  hold, 
own,  mortgage,  lease,  assign,  transfer,  invest,  deal  in  and  deal  with  and 
trade  in  goods,  wares,  merchandise  and  property  of  every  class  and  de- 
scription. 

FORM  183. 

Coffee. 

To  purchase,  sell,  cure,  ripen,  polish,  brown,  raise,  cultivate  or  in 
any  manner  deal,  treat,  cure  or  handle  coffees. 


FORM  184. 
Cold  Storage. 

1.  To  preserve  in  cold  storage  and  generally  deal  in  all  kinds  of 
food  products  of  a  perishable  nature  or  otherwise. 

2.  To  manufacture,  buy,  sell  and  deal  in  ice.  To  buy,  sell,  store, 
import  and  export  fruit,  fish,  butter,  milk,  and  all  kinds  of  food  prod- 
ucts, whether  animal  or  vegetable. 

3.  To  operate  and  maintain  stores,  buildings,  warehouses,  depots  or 
wharves  for  the  carrying  on  of  any  of  the  aforesaid  lines  of  business. 


182  CORPORATION    FORMS. 

FOEM  185. 

Collection  Agency. 

To  maintain  and  carry  on  a  general  collection  agency  for  the  collec- 
tion of  debts,  and  act  as  agent  for  creditors  and  other  claimants  in  the 
collection  and  settlement  of  debts  and  claims. 

FOEM  186. 

Colliery. 

To  purchase,  lease  and  otherwise  acquire,  exchange,  hold  and  develop 
coal  lands  and  other  real  estate  and  property  necessary  and  convenient 
for  the  purpose  of  organization  and  business  of  the  corporation,  and  of 
mining  coal  and  such  other  minerals  as  may  be  incidentally  developed, 
and  manufacturing  coke  and  other  products  of  such  minerals,  and  of 
shipping  and  selling  the  same,  and  of  purchasing,  acquiring,  erecting, 
hiring  and  maintaining  all  rolling  stock,  boats,  barges,  plant  and  ma- 
chinery and  other  property  necessary  and  convenient  for  the  carrying 
on  of  said  business,  with  the  right  to  sell,  lease  or  release  any  or  all  of 
this  real  estate  by  vote  of  its  directors,  without  the  consent  of  its  stock- 
holders. 

FOEM  187. 

Colonization. 

To  organize,  found,  establish,  locate  and  encourage  a  colony  in  the 

county  of ,  state  of ;  and  for  the  purpose  of  encouraging, 

aiding,  assisting  and  providing  for  such  colony  to  plant,  grow  and 
cultivate  tobacco,  oranges,  sugarcane,  coffee  and  all  kinds  of  fruits 
and  vegetables;  to  carry  on  the  business  of  mining  and  quarrying 
of  marble,  stone,  minerals  and  metals;  to  cut  timber  and  deal  in 
lumber,  and  to  buy,  sell,  import,  export  or  generally  deal  in 
all  of  the  above  fruits,  vegetables,  marble,  stone,  minerals,  metals, 
timber  or  lumber;  to  build,  establish  or  maintain  a  canning  factory, 
and  to  buy  and  sell  canned  goods ;  to  establish,  operate  and  conduct  a 
hotel,  store,  packing  house,  warehouse  or  sawmill;  to  raise,  buy,  sell 
and  deal  in  cattle,  and  generally  to  engage  in  the  business  of  a  planter ; 
to  deal  in,  buy,  sell,  acquire,  lease,  sublet  or  farm  let  real  estate,  and  to 
plant,  improve  and  develop  the  same  by  the  erection  of  houses  or  build" 
ings  thereon,  and  to  do  such  other  lawful  acts  therein  as  may  be  needful 


SPECIAL    OBJECT   CLAUSES.  183 

or  desirable  in  and  about  the  said  improvement  or  development  thereof, 
and  generally  to  conduct  the  business  of  a  real  estate  agent,  and  to  hold 
said  real  estate  and  own  the  same  by  purchase  or  otherwise;  to  build, 
maintain  or  acquire  boats  or  vessels  for  the  despatch  and  convenience 
of  any  of  the  business  aforesaid. 


FOEM  188. 
Commission  Merchants. 

1.  To  act  as  agent  or  representative  of  corporations,  firms  and  in- 
dividuals. 

2.  To  do  a  general  business  as  commission  merchant,  selling  agent 
and  factor  under  del  credere  commission  in  the  manner  and  to  the 
same  extent  as  natural  persons  could  do. 

3.  To  carry  on  any  or  all  business  as  manufacturers,  producers, 
merchants,  wholesale  and  retail,  importers  and  exporters,  generally 
without  limitation  as  to  class  of  products  and  merchandise,  but  espe- 
cially of  cotton  and  linen  goods  of  every  class  and  description,  and  to 
manufacture,  produce,  adapt,  prepare,  buy,  sell  and  otherwise  deal  in 
any  materials,  articles  or  things  required  in  connection  with  or  inci- 
dental to  the  manufacture  and  production  of  and  dealing  in  cotton  and 
linen  goods. 

4.  To  make  and  enter  into  all  kinds  of  contracts,  agreements  and  ob- 
ligations by  or  with  any  person  or  persons,  corporation  or  corporations 
for  the  purchasing,  acquiring,  holding,  manufacturing  and  selling  or 
otherwise  disposing  of,  either  as  principal  or  agent,  upon  commission 
or  otherwise,  cotton  and  linen  goods  of  all  kinds,  and  any  article  of 
personal  property  whatsoever,  and  generally  with  full  power  to  perform 
any  and  all  acts  connected  therewith  or  arising  therefrom,  or  incidental 
thereto,  and  any  and  all  acts  proper  or  necessary  for  the  purposes  of 
the  business. 

5.  To  carry  on  and  undertake  any  business,  undertaking,  transaction 
or  operation  commonly  carried  on  or  undertaken  by  merchants,  com- 
mission men,  factors,  importers  and  manufacturers'  agents,  and  in  the 
course  of  such  business  to  draw,  accept,  indorse,  acquire  and  sell  all  or 
any  negotiable  or  transferable  instruments  and  securities. 

6.  To  do  a  general  commission  merchant's  and  selling  agent's  busi- 
ness; to  buy,  sell,  and  otherwise  dispose  of,  hold,  own,  manufacture, 
produce,  export  and  import,  and  deal  in  either  as  principal  or  agent, 
and  upon  commission  or  otherwise,  all  kinds  of  personal  property  what- 
soever, without  limit  as  to  the  amount;  to  make  and  enter  into  all 


184  CORPORATION    FORMS. 

kinds  of  contracts,  agreements  and  obligations  by  or  with  any  person 
or  persons,  corporation  or  corporations,  for  the  purchasing,  acquiring, 
manufacturing,  repairing  and  selling  and  dealing  in  of  any  articles 
of  personal  property  of  any  kind  or  nature  whatsoever,  and  generally 
with  full  power  to  perform  any  and  all  acts  connected  herewith  or 
arising  therefrom  or  incidental  thereto,  and  all  acts  proper  or  neces- 
sary for  the  purposes  of  the  business. 

FOEM  189. 
Concrete  Construction. 

1.  To  manufacture,  buy,  sell,  import  and  export,  install,  erect  and 
deal  in  concrete  material  and  ingredients,  to  manufacture  concrete  and 
to  erect,  construct  and  build  of  any  nature,  kind  or  description  of 
building  or  buildings  of  concrete  or  other  materials. 

2.  To  manufacture,  purchase  or  otherwise  acquire,  deal  in,  hold, 
own,  manage,  sell,  pledge,  transfer  or  otherwise  dispose  of  goods,  wares, 
merchandise  and  property  of  any  and  every  class  and  description. 

3.  To  acquire  the  good  will,  rights  and  property  of  any  person, 
firm,  association  or  corporation,  and  to  pay  for  the  same  in  cash,  the 
stock  of  this  company,  bonds  or  otherwise,  and  to  hold  or  in  any  man- 
ner dispose  of  the  whole  or  any  part  of  the  property  so  purchased ;  or 
to  conduct  in  any  lawful  manner  the  whole  or  any  part  of  the  business 
so  acquired,  and  to  exercise  all  the  powers  necessary  or  convenient  in 
and  about  the  conducting  and  management  of  such  business. 

4.  To  purchase  or  otherwise  acquire,  hold,  own,  mortgage,  pledge, 
sell,  assign,  transfer  and  generally  to  invest,  trade  and  deal  in  personal 
property  of  every  class  and  description. 

5.  To  buy,  sell,  deal  in,  lease,  hold,  or  improve  real  estate,  and 
the  fixtures  and  personal  property  incidental  thereto  or  connected 
therewith,  and  with  that  end  in  view,  to  acquire,  by  purchase,  lease, 
hire  or  otherwise,  lands,  tenements  or  hereditaments  or  any  interest 
therein,  and  to  improve  the  same,  and  generally  to  hold,  manage,  deal 
with  and  improve  the  property  of  the  company,  and  to  sell,  lease,  mort- 
gage, pledge  or  otherwise  dispose  of  the  lands,  tenements  and  heredita- 
ments or  other  property  of  the  company. 

6.  To  apply  for,  obtain,  register,  purchase,  lease  or  otherwise  to 
acquire  and  to  hold,  use,  own,  operate  and  introduce,  and  to  sell,  as- 
sign or  otherwise  dispose  of,  any  trademarks,  trade  names,  patents, 
inventions,  improvements  and  processes  used  in  connection  with  or  se- 
cured under  letters  patent  of  the  United  States  or  elsewhere  or  other- 


SPECIAL    OBJECT    CLAUSES.  185 

wise,  and  to  use,  exercise,  develop,  grant  licenses  in  respect  of  or  other- 
wise turn  to  account  any  such  trademarks,  patents,  licenses,  processes 
and  the  like,  or  any  such  property  or  rights. 

7.  To  purchase,  acquire,  hold  and  dispose  of  any  stock,  bonds  and 
other  evidences  of  indebtedness  of  any  corporation,  domestic  or  foreign, 
and  issue  in  exchange  therefor  its  stock,  bonds  or  other  obligations, 
and,  while  owner  of  such  stock,  bonds  or  other  obligations,  to  possess 
and  exercise  in  respect  thereof,  all  the  rights,  powers  and  privileges  of 
the  individual  owners  or  holders  thereof,  and  to  exercise  any  and  all 
voting  power  thereon. 

8.  To  make,  purchase,  or  otherwise  acquire,  deal  in  and  to  carry  out 
any  contracts  for  or  in  relation  to  any  of  the  foregoing  businesses  that 
may  be  necessary  and  lawful  under  the  act  pursuant  to  which  this  cor- 
poration is  organized. 

9.  To  do  all  and  everything  necessary,  suitable  and  proper  for  the 
accomplishment  of  any  of  the  purposes  or  the  attainment  of  any  of  the 
objects,  or  the  furtherance  of  any  of  the  powers  hereinbefore  set  forth, 
either  alone  or  in  association  with  other  corporations,  firms  or  indi- 
viduals, and  every  other  act  or  acts,  thing  or  things,  incidental  or  ap- 
purtenant to  or  growing  out  of  or  connected  with  the  aforesaid  busi- 
ness and  powers  or  any  part  or  parts  thereof,  provided  that  the  same 
be  not  inconsistent  with  the  laws  under  which  this  corporation  is  or- 
ganized. 

FOBM  190. 

Confectionery. 

1.  To  purchase,  manufacture,  sell  and  deal  in  sugar,  glucose,  candy, 
confectionery,  ice,  ice  cream,  water  ices,  fruit  syrups,  chocolate,  licorice, 
chewing  gum,  pop  corn,  and  any  and  all  articles  consisting  in  whole 
or  in  part  of  sugar,  glucose,  candy  or  confectionery,  chocolate,  licorice, 
chewing  gum  and  pop  corn;  to  manufacture,  purchase  or  otherwise 
acquire,  hold,  own,  sell,  assign  and  transfer,  invest,  trade  and  deal  in 
goods,  wares,  merchandise,  machinery,  appliances  and  property  of 
every  class  and  description  necessary  or  incident  to  the  business  of 
manufacturing,  selling  and  dealing  in  sugar,  glucose,  candy,  confec- 
tionery, ice,  ice  cream,  water  ices,  fruit  syrups,  chocolate,  licorice, 
chewing  gum  and  pop  corn  and  articles  made  from  or  containing  the 
same. 

2.  To  manufacture,  buy,  sell,  export  and  import,  deal  in  and  deal 
with  candy,  sugar,  syrup,  nuts,  fruits  and  confections  of  all  kinds, 
and  the  raw  material  from  which  they  are  made  and  products  made 


186  CORPORATION    FORMS. 

therefrom,  and  all  like  or  kindred  products;  to  manufacture  and  pre- 
pare for  market;  to  market  and  sell  candy,  syrups,  nuts,  fruits,  con- 
fections and  kindred  products;  and  all  other  articles  or  products  what- 
soever used  in  their  manufacture  or  otherwise,  all  materials,  supplies 
and  other  articles,  necessary  or  convenient  for  use  in  connection  with 
and  in  carrying  on  the  business  herein  mentioned  or  any  part  thereof. 

FOBM  191. 
Construction. 

1.  To  enter  into  contracts  with  persons,  firms,  and  corporations  for 
the  construction  of  and  the  construction  thereunder  of  buildings,  pub- 
lic and  private  roads,  streets,  highways,  railroads,  street  railroads, 
bridges,  abutments,  walls,  arches,  viaducts,  wharves,  piers,  sewers,  cof- 
fer-dams, docks,  pile-driving,  dredging,  submarine  work,  construction 
of  cold  storage  buildings,  refrigerators,  and  refrigerator  work,  and  the 
grading,  paving,  curbing  and  macadamizing  streets,  roads  and  high- 
ways and  other  construction  work  of  a  similar  character  and  the  fur- 
nishing of  labor  and  material  in  the  performance  of  such  contracts 
and  work. 

2.  To  carry  on  the  general  business  of  contracting  and  construc- 
tion in  all  its  branches. 

To  build,  erect,  promote,  construct,  provide,  acquire,  repair,  equip, 
carry  out,  maintain,  develop,  improve,  operate,  manage,  control,  take 
or  lease,  buy,  sell,  lease,  let,  license  to  use,  work  and  dispose  of  water, 
gas  and  electrical  works,  tunnels,  bridges,  viaducts,  dock,  wharves, 
piers,  roads,  ways,  reservoirs,  aqueducts,  watercourses,  canals,  hy- 
draulic works,  factories,  warehouses,  mills  and  other  works  and  con- 
veniences, and  to  that  end  to  buy,  own  and  dispose  of  real  estate. 

FOEM  192. 

Contractors  and  Builders. 

1.  To  carry  on  the  business  of  general  contractors;  to  construct, 
equip,  improve  or  work  upon  any  or  all  kinds  of  roadways,  tramways, 
railroads,  railways,  bridges,  reservoirs,  watercourses  and  wharves;  to 
build,  construct  and  repair  sewers,  tunnels  and  subways;  to  build,  erect 
and  repair  plants  for  furnishing,  by  electricity  or  otherwise,  light,  heat 
and  power;  to  install  systems,  machinery,  appliances  and  devices  for 
the  generation,  accumulation  and  distribution  of  electrical  force  and 
energy  of  every  kind  and  nature;  to  purchase  or  otherwise  acquire, 


SPECIAL    OBJECT    CLAUSES.  187 

hold,  operate,  repair  or  license  the  use  and  disposal  of  systems  for  the 
equipment,  operation  and  repairing  of  railways,  railroads  and  tram- 
ways with  any  and  all  kinds  of  power  by  any  means  of  transmitting  and 
utilizing  motive  power  not  inconsistent  with  the  laws  of  this  state 
and  to  acquire  any  inventions  and  improvements  relating  thereto. 

2.  To  carry  on  the  business  of  building  railways,  houses,  turnpikes, 
public  and  private  highways  and  roads,  draining,  reclaiming  and  im- 
proving all  kinds  of  farming  and  timber  lands;  locating,  purchasing 
and  selling  and  improving  all  kinds  of  farming  and  timber  lands; 
locating,  purchasing  and  selling  town  sites;  cultivating  any  and  all 
kinds  of  crops,  selling  and  utilizing  the  same  for  manufacturing  prod- 
ucts therefrom ;  buying,  selling  and  dealing  in  merchandise,  and  gen- 
erally carrying  on  any  business  in  connection  with  building  or  con- 
tracting. 

FORM  193. 

Co-operative  Society. 

Carrying  on  the  trade  of  general  dealers  in  household  supplies  on 
the  co-operative  plan;  and  serving  as  a  means  of  trainiug  the 
workers  at  industrial  self  government,  and  agitating  for  the  establish- 
ment of  a  universal  co-operative  commonwealth. 

FORM  194. 

Cordage. 

To  manufacture  and  sell  cordage  and  binder  twine,  and  any  and  all 
similar  commodities,  including  the  acquisition  by  purchase,  manufac- 
ture or  cultivation  of  all  materials,  supplies,  machinery  and  other 
articles  necessary  or  convenient  for  use  in  connection  with  and  in  carry- 
ing on  the  business  of  manufacture  and  sales  as  aforesaid ;  the  taking, 
acquisition,  buying,  holding,  owning,  selling,  leasing,  mortgaging,  im- 
proving, cultivating  and  otherwise  dealing  in  and  disposing  of  real 
estate,  manufactories,  buildings  and  improvements  necessary  or  con- 
venient in  carrying  on  said  business. 

FORM  195. 

Corn  Products. 

To  manufacture  glucose,  sugar,  starch,  feeds,  oils  and  other  similar 
substances,  and  any  and  all  of  the  products  or  by-products  thereof,  and 
articles  consisting  or  partly  consisting  thereof. 


188  CORPORATION    FORMS. 

To  manufacture  the  products  and  by-products,  mixtures  and  com- 
pounds of  corn,  sugar,  feeds,  rice,  sorghum,  sago,  wheat  and  other 
cereals  and  vegetables,  and  any  article  consisting  or  partly  consisting 
thereof. 

To  buy  and  sell  or  otherwise  to  deal  or  traffic  in  corn,  feeds,  rice, 
sorghum,  sago,  wheat  and  other  cereals  and  vegetables,  and  any  and  all 
of  the  products  and  by-products  thereof,  and  any  mixtures  or  com- 
pounds thereof,  and  articles  consisting  or  partly  consisting  thereof; 
and  also  to  buy  and  sell  or  otherwise  deal  or  traffic  in  glucose,  starches, 
sugar,  syrups,  oils,  chemicals  and  any  and  all  of  the  products  or  by- 
products thereof,  or  any  article  consisting  or  partly  consisting  thereof, 
and  any  mixtures  or  compounds  thereof.  (From  the  certificate  of  in- 
corporation of  the  Corn  Products  Company.) 

FORM  196. 
Correspondence  School. 

To  establish  an  educational  institution  in  which  persons  of  both  sexes 
may  be  taught  by  correspondence  or  otherwise,  such  branches  of  useful 
and  practical  knowledge  as  shall  fit  them  for  occupations  requiring 
applied  knowledge  in  the  arts  and  sciences. 

To  impart  instruction  and  conduct  examinations  in  all  branches  of 
architecture,  building,  chemistry,  civil,  mechanical,  electrical,  mining 
and  sanitary  engineering;  mechanical  and  free  hand  drawing  and  de- 
signing; painting,  music,  languages  and  literature,  bookkeeping,  sten- 
ography and  all  other  branches  and  departments  of  human  knowledge. 
To  prepare,  manufacture,  sell  and  generally  deal  in  books,  maps,  charts, 
lesson  and  examination  papers,  stationery,  models,  casts,  drawings,  en- 
gravings, instruments  and  school  supplies  of  every  class  and  descrip- 
tion. 

To  prepare  for  publication,  print,  electrotype,  bind,  sell  and  dis- 
tribute magazines,  newspapers,  pamphlets  and  publications  of  all  kinds 
and  to  engage  generally  in  the  business  of  job  and  book  printers,  book- 
binders, stationers,  engravers  and  electrotypers. 

FORM  197. 

Cotton. 

1.  To  buy,  sell  and  deal  in  and  with  seed  cotton,  the  ginning  and 
cleaning  of  cotton  and  seed,  the  baling  of  cotton  by  any  process,  the 
manufacture,  purchase,  sale,  export  and  import,  and  dealing  in  and 


SPECIAL   OBJECT    CLAUSES. 


189 


with  machinery  for  the  purposes  named  or  connected  therewith,  and  all 
business  connected  with  and  collateral  thereto,  including  the  selling, 
shipping  and  warehousing  of  the  products. 

2,  To  huy,  sell,  import,  export,  plant,  raise,  gather,  gin  and  clean 
cotton ;  to  bale  cotton  by  hand  or  mechanical  process ;  to  build,  operate 
and  maintain  warehouses,  and  to  do  a  general  warehouse  business. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in  ma- 
chinery for  the  ginning,  cleaning,  baling  and  compressing  of  cotton 
and  other  fibrous  materials. 

To  engage  in  the  business  of  producing,  buying,  selling,  importing 
and  exporting  cotton  seed. 

Also  to  manufacture,  purchase,  lease,  or  otherwise  acquire,  operate, 
and  sell  machinery  for  compressing  cotton  or  other  fibrous  materials; 
and  for  the  purpose  of  ginning  and  cleaning  the  same. 


FORM  198. 

Cotton  Compress. 

To  manufacture,  to  operate  and  to  sell  machinery  for  compressing 
cotton  or  other  fibrous  materials ;  to  manufacture,  purchase  or  other- 
wise acquire,  to  hold,  own,  mortgage,  pledge,  sell,  assign  and  transfer 
or  otherwise  dispose  of,  to  invest,  trade,  deal  in  and  with  goods,  wares 
and  merchandise  and  property  of  every  class  and  description. 

POEM  199. 

Cotton  Oil. 

To  carry  on  the  trade  or  business  of  buying,  selling,  ginning,  baling, 
adapting,  preparing  and  otherwise  dealing  in  seed  cotton  and  any  and 
all  othe*r  kinds  of  cotton,  and  manufacturing,  refining,  producing, 
adapting,  preparing,  buying  and  selling,  and  otherwise  dealing  in  cot- 
ton seed,  and  manufacturing,  producing,  adapting,  preparing,  buying 
and  selling,  and  otherwise  dealing  in  any  and  all  the  products  derived 
from  cotton  seed,  and  utilizing  any  and  all  products  and  by-products 
derived  from  -the  operations  of  the  plants  of  said  corporation  in  such 
manner  as  may  be  advantageous  or  profitable,  including  the  buying, 
selling,  fattening  and  dealing  in  cattle ;  and  also  to  manufacture,  pro- 
duce, purchase,  adapt,  prepare,  use,  sell  and  otherwise  deal  in  any 
materials,  articles  or  things  required  for,  in  connection  with  or  incident 
to  any  of  the  purposes  above  mentioned. 


J90  CORPORATION    FORMS. 

FORM  200. 
Cotton  Plantations. 

1.  To  manufacture  from  the  cotton  plant  or  other  substances  pulp, 
paper,  chemicals  and  other  material,  and  all  or  any  articles  consisting 
or  partly  consisting  of  pulp,  paper,  chemicals  or  other  materials,  and 
all  or  any  products  thereof. 

2.  To  acquire,  own,  lease,  occupy,  use,  improve,  cultivate  or  develop 
any  cotton  plantations,  wood  lands,  lands  containing  coal,  iron  or 
other  ores,  or  other  lands  for  any  purpose  of  the  company. 

3.  To  gather,  remove,  mine  or  otherwise  extract  cotton  plants,  tim- 
ber or  other  vegetation,  coal,  ores  or  other  minerals  from  any  lands 
owned,  acquired,  leased  or  occupied  by  the  company,  or  from  any  other 
lands. 

4.  To  buy  and  sell  or  otherwise  to  deal  or  to  traffic  in  raw  cotton, 
cotton  plant,  pulp,  paper  or  chemicals,  wood,  lumber,  coal,  iron,  ores 
and  other  minerals,  and  any  of  the  products  thereof  and  any  articles 
consisting  or  partly  consisting  thereof. 

5.  To  purchase,  hire,  make,  construct  or  otherwise  acquire,  provide, 
maintain,  equip,  alter,  erect,  improve,  repair,  manage  and  work  any 
private  roads,  private  telegraph  and  telephone  lines,  bridges,  piers, 
wharves,  weJls,  reservoirs,  flumes,  watercourses,  waterworks,  aque- 
ducts, shafts,  tunnels,  furnaces,  coke  ovens,  crushing  works,  gas  works, 
electric  light  and  power  plants,  compressed  air  plants,  chemical  works 
of  all  kinds,  concentrators,  smelters,  smelting  plants  and  refineries, 
matting  plants,  warehouses,  workshops,  factories,  dwelling  houses, 
stores,  hotels  or  other  buildings,  engines,  machinery,  implements  and 
other  works,  conveniences  and  properties  of  any  description  in  con- 
nection with  or  which  may  seem  directly  or  indirectly  conductive  to 
any  of  the  objects  of  the  company,  and  to  contribute  to,  subsidize  or 
otherwise  aid  or  take  part  in  any  such  operations. 

6.  To  charter,  hire,  build  or  otherwise  acquire  and  maintain  steam- 
ships and  other  vessels  of  any  description,  and  private  steam,  com- 
pressed air,  gravity  or  electric  railroads  and  tramways,  and  to  employ 
the  same  in  the  transportation  of  the  company's  raw  material,  product 
and  supplies. 

7.  To  buy,  sell,  manufacture  and  deal  in  machinery,  implements, 
conveniences,  provisions  and  things  capable  of  being  used  in  connection 
with  manufacturing  operations  or  any  of  the  business  of  the  company, 
or  required  by  workmen  and  others  employed  by  the  company. 

8.  To  buy,  sell,  hold,  manage,  lease,  turn  to  account  and  otherwise 
acquire  land  and  freehold  estates  and  interests  therein ;  and  to  lay  off 


SPECIAL   OBJECT    CLAUSES.  191 

realty  into  lots  and  blocks,  streets,  alleys  and  parks,  and  to  dedicate 
6uch  portion  thereof  to  the  public  as  the  company  may  think  proper. 


FORM  201. 

Cotton  Yarn. 

To  carry  on  the  business  of  cotton  doublers,  weavers,  flax,  jute 
spinners,  linen  manufacturers,  cotton,  flax,  hemp,  jute  and  wool  mer- 
chants, wool  combers  and  worsted  spinners,  woolen  spinners,  yarn  mer- 
chants, worsted  makers,  stuff  and  silk  manufacturers,  bleachers  and 
dyers,  and  makers  of  vitriol,  bleaching  and  dyeing  material,  and  to 
purchase,  comb,  prepare,  spin  and  dye  and  deal  in  flax,  hemp,  jute, 
wool,  cotton,  silk  and  other  fibrous  substances,  and  to  weave  and  other- 
wise manufacture,  buy  and  sell  linen,  cloth  and  other  goods  and  fab- 
rics, whether  textile,  fiddled,  netted  or  looped.  (From  the  certificate 
of  incorporation  of  the  New  England  Cotton  Yarn  Company.) 


FORM  202. 
Cutlery. 

To  manufacture  and  generally  deal  in  knives,  scissors,  razors,  edged 
tools,  surgical  instruments  and  cutlery  of  all  kinds  and  descriptions. 

To  manufacture  and  deal  in  leather  goods  and  other  products,  but 
only  so  far  as  such  articles  may  be  necessary  or  desirable  in  the  cutlery 
business. 

FORM  203. 
Dairy  Products. 

To  manufacture,  buy,  sell  and  otherwise  deal  in  and  to  export  and 
import  produce  of  all  kinds,  butter,  oleomargarine  and  butterine;  to 
establish,  construct,  maintain  and  operate  refrigerating  plants  and 
plants  for  the  manufacture  of  ice;  to  acquire,  maintain  and  operate 
refrigerating  cars  and  to  do  any  and  all  things  necessary  or  incident  to 
the  operation  of  the  company  in  the  premises. 

And  for  that  purpose  to  purchase,  own,  charter  and  operate  steam- 
boats, steam-tugs,  barges  and  other  boats,  and  to  own,  hold,  buy,  sell 
and  deal  in  real  estate  requisite  or  convenient  for  such  business,  and  to 
do  any  and  all  other  acts  incident  to  or  connected  with  such  business. 


192  CORPORATION    FOR.MS. 

FOEM  204. 
Decorators. 

1.  To  carry  on  the  business  of  decorative  work,  consisting  of  con- 
structing, decorating  and  furnishing  houses,  halls  or  rooms ;  the  mak- 
ing, using  and  selling  in  the  said  business  any  kind  of  glass,  and  the 
buying  and  selling  on  commission  or  otherwise,  exporting  or  importing, 
all  manner  and  kinds  of  artistic  objects  for  use  or  ornamentation,  or 
any  property  used  in  the  decoration  or  furnishing  of  buildings  of  any 
kind  or  nature. 

2.  To  conduct  and  carry  on  a  general  house  decorating  and  house 
decorative  supply  business;  and  in  relation  therewith  to  buy,  sell  and 
deal  in  wall  paper,  window  shades  and  shading,  draperies,  curtains  and 
other  fabrics  for  decorative  purposes,  picture  frames,  mouldings,  art 
goods  and  other  furnishings,  paints,  leads,  zincs,  colors,  varnishes,  oils, 
japans,  fillers  and  stains,  and  generally  all  goods,  wares  and  merchan- 
dise incident  to  such  business  and  appurtenant  thereto. 

FORM  205. 

Dental  Supplies. 

Manufacturing,  buying,  selling  and  dealing  in  dental  supplies  and 
other  merchandise;  engaging  in  and  carrying  on  the  business  of 
dentistry  and  every  branch  thereof;  printing  and  advertising,  and 
doing  all  other  acts  incident  to  or  connected  with  the  business  of  den- 
tistry, or  any  branch  thereof,  or  manufacturing,  buying,  selling  or 
dealing  in  dental  supplies  or  other  merchandise. 

FOEM  206. 
Department  Stores  (1). 

1.  To  establish  and  conduct  a  general  department  store. 

2.  To  carry  on  all  or  any  of  the  business  of  dry  goods  merchants, 
dry  goods  manufacturers,  furriers,  haberdashers,  hosiers,  manufac- 
turers, exporters  and  importers,  wholesale  and  retail  dealers  of  and  in 
all  kinds  of  fabrics,  feathers,  dresses,  boot  and  shoe  makers ;  manu- 
facturers and  importers  and  wholesale  and  retail  dealers  of  and  in 
leather  goods,  household  furniture,  ironmongery,  china  and  glassware, 
crockery  and  other  household  fittings  and  utensils,  ornaments,  bric-a- 


SPECIAL   OBJECT    CLAUSES.  103 

brae,  stationery,  notions  and  fancy  goods;  dealers  in  meats  and  pro- 
visions, drugs,  chemicals  and  other  articles  and  commodities  of  per- 
sonal and  household  use  and  consumption;  and  generally  of  and  in  all 
manufactured  goods,  materials,  provisions  and  produce  and  personal 
property. 

3.  To  carry  on  any  of  the  business  of  coach  and  carriage  builders, 
saddlers,  harnessmakers,  house  decorators,  sanitary  engineers,  electrical 
engineers  and  contractors  in  all  of  the  branches  thereof,  gasfitters, 
coal  and  wood  dealers,  land,  estate  and  house  agents,  builders,  con- 
tractors, auctioneers,  cabinetmakers,  upholsters,  furniture  removers, 
owners  of  depositories,  warehousemen,  carriers,  storekeepers,  manufac- 
turers of  and  dealers  in  hardware,  jewelry,  plated  goods,  perfumery, 
soap,  toilet  articles  of  all  kinds,  and  articles  required  for  ornament, 
recreation  or  amusement,  gold  and  silversmith,  dealers  in  precious 
stones,  watchmakers,  newspaper  proprietors,  booksellers,  dealers  in 
musical  instruments,  manufacturers  of  and  dealers  in  bicycles,  tricycles 
and  motor  carriages  and  vehicles  and  sporting  goods  of  all  kinds;  and 
also  refreshment  contractors,  restaurant  keepers,  wine  and  liquor 
dealers,  tobacconists  and  dealers  in  mineral,  aerated  water  and  other 
liquids;  barbers  and  hairdressers,  photographers  and  dealers  in  photo- 
graphic supplies,  printers,  lithographers  and  engravers,  dealers  in 
domestic,  trained  and  fancy  animals. 

4.  To  buy,  sell,  manufacture,  repair,  alter  and  exchange,  let  or  hire, 
import  or  export,  and  deal  in  all  kinds  of  articles  and  things  which  may 
be  required  for  the  purposes  of  any  of  the  said  businesses,  or  commonly 
supplied  or  dealt  in  by  persons  engaged  in  any  such  businesses,  or 
which  may  seem  capable  of  being  profitably  dealt  with  in  connection 
with  any  of  the  said  businesses. 

5.  To  provide  and  conduct  refreshment  rooms,  newspaper  rooms, 
reading  and  writing  rooms,  dressing  rooms,  telephones  and  other  con- 
veniences for  the  use  of  customers  and  others. 

G.  To  grant  to  other  persons  or  corporations  the  right  or  privilege 
to  carry  on  any  kind  of  business  on  the  premises  of  the  company  on 
such  terms  as  the  company  shall  deem  expedient  or  proper. 


FORM  207. 
Department  Stores  (2). 

1.  To  establish  and  conduct  general  department  stores. 

2.  To  manufacture,  buy,  sell,  distribute  and  deal  in  merchandise 
and  provisions  of  every  kind,  nature  and  description. 

13—  Thomp.  Corp.  VII. 


194  CORPORATION   FORMS. 

3.  To  grant  to  other  persons  or  corporations  the  right  or  privilege 
to  carry  on  any  kind  of  business  in  the  premises  of  the  company  not 
prohibited  by  law,  on  such  terms  as  the  company  shall  deem  expedient 
and  proper. 

4.  To  apply  for,  obtain,  register,  acquire,  grant  licenses  under  and 
dispose  of  rights  in  respect  to  manufacture,  business  or  trade,  includ- 
ing inventions,  processes,  patents,  trademarks  and  trade  names. 

5.  To  conduct  any  or  all  of  its  business  and  to  do  one  or  more  of  the 
acts  and  things  herein  set  forth  as  its  purposes,  outside  of  the  state  of 

• ,  in  such  states,  territories  and  dependencies  of  the  United 

States  and  foreign  countries  as  may  be  deemed  by  the  corporation  ad- 
visable, convenient  or  proper.     And  the  corporation  may  have  and 

maintain  one  or  more  offices  outside  of  the  state  of ,  and  may 

hold,  purchase,  lease,  mortgage  and  deal  in  real  and  personal  property 
of  every  kind  outside  of  such  state  of . 


FOEM  208. 

Distillers. 

To  carry  on  the  general  business  of  distilling  spirits,  including  the 
distilling,  redistilling  and  rectifying  of  wines,  alcohol,  spirits,  gins  and 
whiskies  and  liquors  of  all  kinds  and  descriptions,  and  dealing  in  the 
same  and  the  by-products  thereof  throughout  the  United  States  and 
elsewhere;  also  malting  and  dealing  in  malt,  and  the  purchasing,  ac- 
quiring, leasing,  holding  and  disposing  of  such  real  estate  and  personal 
property  as  may  be  necessary  or  proper  for  the  conduct  of  such  business, 
and  the  doing  of  any  other  business  incident  to  the  main  purpose  of 
the  corporation. 

FOEM  209. 

Dock  and  Terminal. 

To  carry  on  the  business  of  freighting,  elevating,  lighterage,  storage, 
wharfage,  warehousing,  forwarding,  docking,  storing  and  berthing  of 
ships,  steam  vessels,  boats  and  every  other  kind  of  water  craft;  re- 
ceiving, unloading,  loading,  transferring,  storing,  warehousing,  elevat- 
ing and  forwarding  by  car,  float,  boat,  and  in  any  other  way,  all  kinds 
of  goods,  wares,  merchandise  and  any  other  commercial  commodity  or 
thing  of  value,  and  the  doing  of  any  act  or  thing  connected  therewith 
or  incidental  to  such  business,  act  or  thing;  erecting,  constructing  and 


SPECIAL   OBJECT    CLAUSES.  195 

maintaining  elevators,  coal  bins,  pockets  and  chutes,  bulkheads,  piers, 
basins,  floating  and  other  docks,  warehouses,  terminal,  transfer  and 
other  facilities,  buildings  for  manufacturing  and  trafficing,  the  pur- 
chasing, acquiring  and  holding  property,  rights,  privileges  and  fran- 
chises necessary  or  incidental  to  the  convenient  transacting  and  con- 
ducting of  the  aforesaid  business,  and  of  selling,  leasing,  mortgaging 
and  conveying  the  same  or  any  part  thereof;  the  issuing  of  storage, 
dock  and  warehouse  receipts  negotiable  and  non-negotiable,  covering  all 
kinds  of  goods,  wares,  merchandise  and  any  other  commercial  commod- 
ity or  thing  of  value ;  the  purchase  and  sale  of  ships,  steamers,  vessels 
and  every  kind  of  water  craft,  and  all  goods,  wares,  merchandise,  or  any 
other  commodity  or  thing  of  value ;  the  making  and  manufacturing  of 
engines,  boilers,  launches,  boats,  water  crafts  of  all  kinds,  or  any  other 
article  or  thing  of  value ;  the  collection  and  receipt  of  dockage,  wharf- 
age and  storage  dues  and  other  compensation ;  the  loaning  of  money  on 
the  pledge  of  goods,  wares,  merchandise  and  other  property  received 
on  storage,  or  for  the  purpose  of  being  warehoused  or  forwarded  upon 
the  pledge  of  said  goods,  wares  and  merchandise  or  other  property,  or 
upon  the  pledge  of  storage,  dock  or  warehouse  receipts  therefor. 


FORM  210. 

Draining. 

To  dig,  construct  and  make  drains,  sewers,  ditches  and  dykes,  and  to 
dredge,  straighten,  widen  and  deepen  natural  watercourses  and  to  build 
dykes,  ravines  and  dams,  and  to  construct  ditches  and  drains  under 
contract  and  under  the  direction  of  public  officers  or  courts  for  the 
drainage  of  wet  lands,  and  to  do  and  carry  on  a  general  ditching  and 
draining  business  under  contract  received  by  bids  or  otherwise. 


FORM  211. 

Dredging. 

To  carry  on  the  business  of  dredging  in  all  its  various  branches ;  to 
buy,  sell,  manufacture,  purchase,  lease  or  otherwise  acquire,  own,  main- 
tain and  operate  docks,  scows,  lighters,  derricks,  vessels — steam  or 
otherwise — engines,  cars,  wagons,  tools  and  personal  property  of  every 
class  and  description  convenient  or  necessary  in  carrying  on  the  busi- 
ness of  dredging. 


196  CORPORATION    FORMS. 

FORM  212. 

Dressmakers. 

To  carry  on  the  business  of  tailors,  dressmakers,  milliners  and  manu- 
facturers and  dealers  in  underwear  and  hosiery  of  every  kind  and 
description. 

FORM  213. 

Drilling. 

To  prospect,  bore,  drill  for  and  produce  oil  and  natural  gas;  to  pur- 
chase, lease  or  otherwise  acquire  lands  believed  to  contain  oil  and  gas, 
and  to  erect  and  maintain  thereon  pumping  and  drilling  stations, 
reservoirs,  tanks,  pipelines  and  other  facilities  and  conveniences  that 
may  be  necessary  or  required  in  and  about  said  business. 

FORM  214. 

Drugs. 

To  purchase  and  operate  retail  and  wholesale  drug  stores;  to  buy 
and  sell,  import,  export  and  deal  in  at  wholesale  and  retail  all  drugs, 
medicines,  paints,  chemicals,  oils,  dyestuffs,  glassware,  toilet  and 
fancy  articles,  fancy  goods,  druggists'  sundries,  soaps,  perfumeries, 
liquors,  surgical  instruments,  appliances  and  apparatus,  physicians' 
and  hospital  supplies,  pharmaceutical  and  general  merchandise  and 
all  other  goods  and  other  articles  pertaining  to  the  drug  business ;  to 
operate  soda  water  fountains  and  sell  therefrom  soda  water  and  ice 
cream ;  to  buy,  sell  and  deal  in  cigars,  cigarettes,  tobacco,  candies, 
toilet  articles,  liquors,  and  liquids  and  all  other  articles  incidental  to 
the  drug  business ;  to  employ  registered  pharmacists  and  clerks  for  the 
purpose  of  carrying  on  the  said  business ;  to  buy,  sell  and  deal  in  medi- 
cines, patent  or  otherwise,  to  till  prescriptions ;  to  lease  stores ;  to  buy, 
sell,  exchange,  mortgage,  hire,  let,  lease  or  otherwise  acquire  and  dis- 
pose of  property  for  the  purpose  of  operating  drug  stores,  and  to  do 
all  acts  and  things  in  connection  with  such  business. 


FORM  215. 

Dry  Goods. 

To  do  a  general  dry  goods  and  notions,  jobbing  and  commission 
business ;  and  generally  to  do  a  mercantile  and  dry  goods  business. 


SPECIAL    OBJECT    CLAUSES.  197 

To  carry  on  all  or  any  of  the  businesses  of  manufactures,  mer- 
chants, wholesale  and  retail,  importers,  exporters,  generally  without 
limitation  as  to  class  of  products  and  merchandise,  but  especially  of 
dry  goods  of  every  class  and  description,  including  laces,  embroideries 
and  white  goods,  linens,  silks,  notions,  ribbons,  handkerchiefs,  gloves, 
curtains,  textile  fabrics  of  all  kinds,  household  use  and  consumption. 


FORM  216. 
Electrical  Business. 

To  carry  on  the  business  of  electricians,  electrical  engineers  and 
dealers  in  electricity  and  electromotive  power,  lighting  and  heating. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
electrical  machinery  of  all  classes  and  descriptions;  also  to  produce, 
accumulate,  distribute  for  hire  electricity  and  electromotive  force, 
and  to  supply  the  same  for  use  as  power  for  lighting,  heating  and 
motive  purposes;  to  carry  on  the  business  of  lighting  cities,  towns, 
villages,  streets,  buildings— public  or  private— by  means  of  electricity, 
and  to  supply  light  and  "heating  power  to  carriers  of  passengers  and 
goods,  either  by  land  or  water. 

To  construct,  build,  purchase,  lease  or  otherwise  acquire,  maintain, 
equip,  operate  and  build  street  railways,  street  cars  and  other  pas- 
senger or  freight  vehicles  operated  by  electricity  or  otherwise. 

To  manufacture,  use,  purchase,  lease  or  otherwise  acquire  and  main- 
tain telephones,  telegraphs,  phonographs  and  all  kinds  of  electrical 
devices ;  to  construct,  operate  and  maintain,  purchase,  lease  or  other- 
wise acquire  subways,  conduits,  electric  lighting  and  heating  plants. 

To  lay,  construct  and  maintain  cables,  wires,  lines  and  all  necessary 
appurtenances  and  appliances. 

FORM  217.     . 

Electrical  Vehicles. 

To  acquire  by  purchase,  lease  or  otherwise,  and  to  manufacture  and 
construct  vehicles  of  every  kind  or  character  used  or  useful  as  a  means 
of  conveying,  delivering,  moving,  carrying  and  transporting  persons, 
goods,  chattels,  products,  substances  and  property  of  any  and  every 
kind  and  character,  and  equip  and  install  the  same  for  use  and  opera- 
tion hy  electricity,  compressed  air,  oil,  gas  or  any  other  means  of 
motive  power,  either  singly  or  in  combination  thereof,  and  to  operate, 


198  CORPORATION    FORMS. 

use,  sell,  lease  and  hire  the  same,  and  to  contract  with  corporations, 
firms,  associations  or  individuals  for  operating,  using,  selling,  leas- 
ing and  hiring  the  same;  to  manufacture,  purchase,  own,  lease,  hire, 
erect,  construct,  equip,  install,  use,  sell  and  dispose  of  all  machines, 
compressors,  generators,  storage  batteries,  pumps,  motors,  structures, 
primary  and  secondary  batteries,  apparatus,  instruments,  fixtures  and 
appliances  for  the  manufacture,  production,  generation,  distribution, 
use,  supply  and  application  of  electricity,  compressed  air,  oil,  gas, 
or  other  motive  power,  either  singly  or  in  combination  thereof,  or  any 
or  either  of  them,  or  any  part  or  parts  thereof. 


FORM  218. 
Electrical  Machinery. 

To  carry  on  the  business  of  manufactures  and  dealers  in  electrical 
motors,  dynamos  and  other  electrical  machinery,  appliances  and 
plants,  and  to  buy,  sell,  manufacture,  repair,  convert,  alter,  let  or  hire 
and  deal  in  electrical  appliances  and  goods  of  every  kind  and  charac- 
ter, and  machinery  of  all  manner  or  kind. 

To  produce  and  accumulate  electricity  and  electromotive  force,  and 
to  supply  the  same  for  the  production,  transmission  or  use  of  power 
for  lighting,  heating  and  motive  purposes  or  otherwise,  as  may  be 
thought  advisable,  and  to  light  streets,  places  and  buildings,  public 
or  private,  by  means  of  electricity  or  otherwise,  or  to  enable  the  same 
to  be  so  lighted. 

FORM  219. 

Electrical  Welding. 

To  manufacture  appliances  consisting  of  plates,  bars,  hooks,  links 
or  special  shapes  of  metal,  welding  the  same  for  use  as  reinforcement 
of  either  concrete  or  metal  construction  work,  and  selling  or  installing 
the  same. 

FORM  220. 

Electrical  Work. 

To  carry  on  a  general  contracting  business ;  to  do  electrical  work  of 
every  kind  and  description,  including  the  business  of  electrician,  elec- 
trical and  mechanical  engineers  and  dealers,  either  as  principals  or 


SPECIAL   OBJECT    CLAUSES.  199 

agents,  in  electric  motors,  dynamos,  and  electrical  machinery,  appli- 
ances, plants  and  supplies  of  any  nature  or  kind  whatsoever;  to  con- 
struct, erect,  install,  alter,  repair,  equip  and  deal  in  works,  plants,  in- 
struments and  machinery  for  supplying  and  distributing  electricity 
for  any  purposes,  including  for  street  and  for  other  railways  for  opera- 
tion by  electricity  or  otherwise,  telephone  and  telegraph  lines,  includ- 
ing all  instruments,  poles,  fixtures,  wires  and  appliances  for  connect- 
ing electrical  apparatus  at  a  distance  with  other  electrical  apparatus, 
as  well  as  electric  exchanges  or  centers,  subways,  conduits  and  ducts, 
power  supply  works,  warehouses,  and  buildings,  public  or  private,  tun- 
nels, bridges,  viaducts,  docks,  harbors,  piers,  wharves,  canals,  reser- 
voirs and  all  other  works  of  public  or  private  use;  to  make  or  other- 
wise apply  and  carry  out  any  contracts  for  or  in  relation  to  the  con- 
struction, erection,  equipment  and  improvement  of  public  or  private 
works  or  buildings,  to  construct,  repair,  alter,  trade,  buy,  sell,  export 
and  import  and  deal  in  and  with  any  or  all  machinery,  appliances  and 
supplies  used  in  the  manufacture,  generation,  storage,  accumulation, 
transmission  or  distribution  of  any  or  all  types  of  electric  current,  and 
any  or  all  manner  of  electric  machinery,  apparatus  or  supplies,  of  any 
nature  or  kind  whatsoever;  to  buy,  sell,  export  and  import,  deal  in, 
repair,  alter  or  release  fixtures,  chandeliers,  electroliers,  brackets, 
lamps,  globes  and  other  supplies  and  appurtenances  used  for  or  in  con- 
nection with  the  manufacture,  generation,  accumulation,  storage, 
transmission,  distribution,  or  use  of  electric  current  for  light,  heat 
or  power ;  to  buy,  sell,  export  and  import  and  trade  in  other  machin- 
ery, supplies  and  merchandise,  and  to  do  any  and  every  act  or  thing 
that  may  be  appurtenant,  incidental  to  or  necessary  in  connection  with 
the  foregoing  purposes. 


FORM  221. 
Elevators. 

1.  To  manufacture,  erect,  build,  furnish,  equip,  construct,  repair, 
maintain,  operate,  buy,  sell,  and  in  general  to  utilize  and  deal  in  and 
deal  with  elevators  and  all  kinds  of  hoisting  machinery,  including  the 
acquisition  by  purchase,  manufacture  or  otherwise  of  all  materials, 
supplies,  machinery  and  other  articles  necessary  or  convenient  for  use 
in  connection  with  and  in  carrying  on  the  business  herein  mentioned 
or  any  part  thereof. 

To  manufacture,  purchase,  otherwise  acquire,  hold,  own,  mortgage, 
sell,  assign  and  transfer,  invest,  trade,  deal  in  and  deal  with  goods, 


200  CORPORATION*    FORMS. 

wares  and  merchandise  and  property  of  every  class  and  description, 
including  any  and  all  kinds  of  engines,  dynamos,  generators,  pumps 
and  any  and  all  kinds  of  machinery,  any  and  all  kinds  of  implements  or 
articles  of  manufacture,  and  any  and  all  kinds  of  mechanical  appar- 
ratus. 

2.  To  manufacture  elevators,  escalators  and  hoisting  apparatus  of 
all  kinds  composed  of  metal  or  wood,  or  both,  and  the  purchase  and 
sale  of  the  same. 

To  manufacture,  buy,  sell,  lease  or  otherwise  acquire,  import,  export, 
equip,  maintain  and  operate  elevators  and  hoisting  machinery  of  every 
class  and  description,  whether  propelled  by  electricity,  air,  power, 
steam  or  otherwise. 

FORM  222. 

Elevator  Machinery. 

To  manufacture,  construct,  purchase  or  otherwise  acquire,  deal  in, 
sell,  hire,  lease,  use,  repair,  operate  and  maintain  elevators  and  hoist- 
ing and  lifting  apparatus  of  any  and  every  character,  and  any  and  all 
parts,  devices,  instruments  and  things  adapted  for  use  in  the  construc- 
tion of  or  upon  or  in  connection  with  or  in  the  operation  of  such  ele- 
vators, hoisting  and  lifting  apparatus  of  any  and  every  character. 


FORM  223. 

Enameled  Goods. 

To  manufacture  dials  of  every  kind  for  watches,  clocks,  meters,  indi- 
cators and  all  other  purposes;  also  to  manufacture  all  kinds  of  enamel, 
enameled  goods  and  articles,  ingredients,  mixtures  or  compounds  nec- 
essary for  the  above  or  for  any  other  purpose;  also  to  do  all  kinds  of 
enameling  and  printing;  also  to  manufacture  any  other  articles  or 
things  incidental  or  appertaining  to  the  above ;  and  also  to  buy  and 
sell  any  of  the  above  or  any  articles  incidental  or  appertaining  thereto. 


FORM  224. 

Enameled  and  Stamped  Ware. 

To  carry  on  the  business  of  mining,  smelting,  casting,  forging,  roll- 
ing, tinning,  galvanizing,  enameling,  coating  and  plating  of  metals,  and 


SPECIAL    OBJECT    CLAUSES. 


201 


of  manufacturing,  buying,  selling,  dealing  in  and  contracting  for  the 
manufacture,  sale,  purchase  and  exchange  of  sheet  metal  and  of  arti- 
cles made  wholly  or  partly  therefrom,  enameled  wares  on  sheet  and 
other  metals ;  kitchen  and  household  wares  and  ornaments  made  from 
and  upon  metal  of  any  and  every  kind;  household  furniture  and  fur- 
nishings, consisting  of  enamel,  stamped,  galvanized  and  other  wares 
of  iron,  steel,  tin,  or  any  other  metal  or  substance,  and  all  articles 
made  of  or  upon  metal  or  other  substance,  including  crockery,  china, 
pottery  and  glassware,  and  to  mine,  manufacture,  buy,  sell  and  gen- 
erally deal  in  all  materials  used  in  the  manufacture  of  any  of  the 
above-described  wares,  or  in  any  business  similar  thereto  or  connected 
therewith. 

FORM  225. 

Engineering. 

To  carry  on  the  business  of  mechanical  engineers  and  dealers  in  and 
manufactures  of  plants,  engines  and  other  machinery,  tool  makers. 
brass  founders,  metal  workers,  boiler  makers,  mill-wrights,  machin- 
ists, iron  and  steel  converters,  smiths,  builders,  metallurgists,  electri- 
cal, civil  and  water  supply  engineers,  and  to  buy,  sell,  manufacture,  re- 
pair, convert,  alter,  let  or  hire  and  deal  in  machinery,  implements, 
rolling  stock  and  hardware  of  all  kinds;  to  build,  construct  and  repair 
railroads,  water,  gas  and  electric  works,  tunnels,  bridges,  viaducts, 
canals,  hotels,  wharves,  piers  or  any  like  work  of  internal  improve- 
ment, public  use  or  utility. 

FORM  226. 
Engineering  and  Dredging. 

1.  To  carry  on  a  general  dredging,  contracting  and  engineering 
business  in  all  of  their  branches;  also  to  design,  construct,  enlarge,  ex- 
tend, repair,  complete,  take  down  and  remove  or  otherwise  engage  in 
any  work  upon  bridges,  piers,  docks,  foundations,  mines,  shafts,  tun- 
nels, wells,  waterworks,  lighthouses,  buildings,  railroads,  telegraph  and 
telephone  lines,  canals  and  all  other  kinds  of  excavations  and  iron, 
wood,  masonry  and  earth  constructions  in  all  parts  of  the  world,  and 
to  make,  execute  and  take  or  receive  any  contracts  or  assignments  of 
contracts  therefor  or  relating  thereto  or  connected  therewith. 

2.  To  engage  in  the  business  of  manufacturing,  buying,  selling  and 
dealing  in  cranes  for  lifting,  hoisting,  dredging  and  conveying  ma- 


202  CORPORATION"    FORMS. 

terials  of  all  kinds,  and  in  conveying  machinery,  hoisting  machinery, 
and  coal-handling  machinery  of  every  description,  and  in  hydraulic, 
electric,  pneumatic  and  power  machinery  of  every  description,  and  in 
steam  hammers,  charging  machines,  drilling,  concentrating,  milling 
and  mining  machines,  ingot  extractors  and  foundry  plants  and  in  all 
kinds  of  fittings,  tools,  supplies  and  apparatus  pertaining  thereto ;  or 
for  any  other  purpose  which  now  is  or  may  he  incidental  or  necessary 
for  a  general  contracting  or  engineering  business. 

3.  To  manufacture  or  purchase,  or  both,  all  tools,  machinery  and 
appliances  necessary,  proper  or  convenient  for  the  carrying  on  of  the 
said  manufactures. 

4.  To  manufacture,  buy,  sell  and  generally  deal  in  iron,  steel  and 
other  metals,  and  any  and  all  the  products  thereof. 

5.  To  quarry,  mine,  cut,  saw,  finish,  prepare  for  market,  buy,  sell 
and  deal  in  minerals  and  mineral  substances  of  all  kinds ;  to  buy,  lease 
or  otherwise  acquire,  use,  bill,  sell,  lease  or  otherwise  dispose  of  lands 
or  any  interest  thereon;  to  build,  maintain,  own,  lease  and  operate 
roads,  railroads  or  bridges  (together  with  rights  of  way  for  the  same), 
canal  boats,  steamboats  and  other  means  and  mechanism  of  transpor- 
tation; reservoirs,  dams,  watercourses,  aqueducts,  wharves,  mills,  hy- 
draulic works,  power  and  lighting  plants,  equipment  works,  factories, 
warehouses,  dwelling  houses  and  other  works  which  may  be  necessary 
or  convenient  to  the  carrying  out  of  the  objects  of  the  company. 

6.  To  purchase  and  otherwise  acquire,  and  to  operate,  maintain  and 
dispose  of  the  mills,  plants  and  business  of  individuals,  corporations 
and  firms  in  any  business  similar  to  the  business  of  this  company  or 
allied  therewith. 

7.  To  purchase  or  otherwise  acquire,  sell,  dispose  of  and  deal  in 
real  and  personal  property  of  all  kinds,  and  in  particular  lands,  build- 
ings, business,  concerns  and  undertakings,  mortgages,  shares,  book- 
debts  and  claims,  and  any  interest  in  real  or  personal  property,  and 
any  claims  against  such  property  or  against  any  person  or  company, 
and  to  carry  on  any  business,  concern  or  undertaking  so  acquired. 

8.  To  enter  into,  make,  perform  and  carry  out  contracts  of  every 
kind  and  for  any  lawful  purpose  with  any  person,  association  or  cor- 
poration. 

FORM  227. 

Engraving. 

Doing  business  in  printing,  engraving  and  the  like;  of  soliciting  and 
placing  advertising,  and  dealing  in  articles  used  in  advertising,  of 


SPECIAL   OBJECT    CLAUSES.  203 

manufacturing,  buying,  selling  or  otherwise  dealing  in  materials  neces- 
sary or  appertaining  to  the  proper  conduct  of  said  business,  and  gen- 
erally of  conducting  in  all  its  branches  the  business  ordinarily  carried 
on  by  those  engaged  in  a  printing  and  advertising  business. 

FORM  228. 
Explosives. 

1.  To  conduct  the  business  of  manufacturing,  buying,  selling  and 
dealing  in,  and  otherwise  acquiring  and  disposing  of,  apparatus,  tools, 
machinery,  appliances,  explosives,  chemicals,  compounds  and  other 
goods,  wares  and  merchandise,  of  every  kind  and  description  used  or 
capable  of  being  used  in  connection  with  mining  or  quarrying  ores 
and  minerals;  also  to  manufacture,  buy,  sell,  deal  in  and  use  alkalies 
and  chemicals  of  every  kind,  and  all  articles  and  things  used  in  the 
manufacturing,  maintaining  and  working  thereof. 

2.  To  manufacture  and  sell  explosives,  and  deliver  explosives  to 
purchasers;  buy  and  sell  explosives,  the  manufacturing,  buying  and 
selling  of  articles  used  in  connection  with  explosives;  manufacturing, 
buying  and  selling  of  all  ingredients  or  materials,  raw  and  manufac- 
tured, used  in  or  connected  with  the  manufacture  of  explosives,  neces- 
sary or  convenient  in  the  transaction  of  said  business. 


FORM  229. 
Express  Business. 

To  carry  on  a  general  transfer  and  express  business,  to  purchase, 
lease  or  otherwise  acquire  said  business,  and  to  do  any  and  all  acts 
incidental  to  or  connected  therewith. 

To  transfer,  carry  and  transport  goods,  wares  and  merchandise,  and 
personal  property  of  every  kind  and  description  from  or  to  any  points 
or  places  in  the  United  States  or  elsewhere  by  means  of  electrical  cars 
or  vehicles,  steam  cars,  or  vehicles,  horse,  wagons,  boats  or  any  other 
means  or  method  of  transportation ;  to  contract  or  arrange  with  rail- 
roads, ferries,  steamboats  or  other  companies  and  with  individuals  to 
transfer,  carry  and  transport  such  personal  property  for  and  on  be- 
half of  this  coporation;  and  generally  to  do  and  transact  an  express 
and  transportation  business,  with  all  the  rights,  privileges  and  powers 
necessary  or  desirable  for  the  transaction  of  such  business  or  incident 
to  the  conduct  of  the  same. 


204  CORPORATION    FOR^IS. 

FORM  230. 

Fairs. 

To  hold  and  give  fairs,  and  places  for  the  display  of  stock,  goods, 
wares,  merchandise,  fruit,  vegetables,  grains,  dairy  products,  manu- 
factured goods,  of  any  and  all  kinds  and  to  afford  opportunity  for  the 
owners  of  any  and  all  live  stock,  grain,  vegetables,  and  products  of 
every  kind,  and  manufactured  articles  and  machinery  of  all  sorts, 
kinds  and  classes  manufactured  for  any  and  all  purposes  whatsoever ; 
and  to  give  premiums  in  any  sums  and  amounts  desirable  and  justi- 
fiable for  speed,  quality,  workmanship,  beauty  and  utility  of  any  and 
all  above-mentioned  articles;  and  to  own  and  hold  sufficient  and  suit- 
able real  estate,  buildings  and  structures,  tracks  and  all  appurtenances 
and  necessary  places  for  the  sufficient  and  proper  exhibit  from  time 
to  time  as  may  be  justified,  required  and  supported  by  the  people  and 
the  public  generally. 

FOEM  231. 

Farm  Products. 

To  produce,  purchase,  sell  and  deal  in  produce  of  any  kind  and  other 
food  and  the  various  materials  entering  into  or  used  in  the  production 
thereof. 

FORM  232. 

Farm  and  Dairy  Products. 

To  manufacture,  buy,  sell  and  otherwise  deal  in  all  kinds  of  milk 
and  the  products  of  milk ;  to  manufacture,  buy  and  sell  all  food  prod- 
ucts; to  raise,  buy  and  sell  all  garden,  farm  and  dairy  products;  to 
raise,  buy,  sell  and  otherwise  deal  in  cattle  and  all  other  live  stock ;  to 
manufacture,  lease,  buy  and  sell  all  machinery,  tools,  implements,  ap- 
paratus and  all  other  articles  and  appliances  used  in  connection  with 
all  or  any  of  the  purposes  aforesaid,  or  with  selling  and  transporting 
the  manufactured  and  other  products  of  the  company. 

FORM  233. 

Farm  Products  and  Live  Stock. 

To  purchase,  sell  as  owners  or  consignees,  mortgage,  pledge  and 
generally  to  deal  in  poultry,  horses,  cows,  swine,  sheep  and  all  other 
kinds  and  species  of  live  stock,  wheat,  rye,  barley,  oats,  corn,  milk. 


SPECIAL   OBJECT    CLAUSES.  20 


butter,  eggs,  vegetables  and  fruit  of  every  name  and  nature,  and  all 
other  products  of  the  farm  and  dairy,  all  articles,  goods  and  merchan- 
dise produced,  prepared  or  manufactured  from  any  of  the  above-named 
products  and  live  stock;  to  acquire  by  purchase  or  otherwise,  lease, 
sell,  build  and  equip  with  furnishings,  apparatus  and  machinery,  and 
operate  for  the  handling,  reception,  storage  on  commission  or  as 
owners,  of  all  agricultural  or  other  products  and  merchandise,  and  all 
kinds  and  species  of  live  stock  above  referred  to,  warehouses  for  gen- 
eral or  for  cold  storage,  with  power  to  issue  proper  receipts  and  cer- 
tificates, business  blocks,  factories,  stockyards,  grain  elevators  and  ap- 
pliances incidental  to  the  operation  of  any  of  the  same,  and  also  to 
acquire  by  lease,  purchase  or  otherwise,  and  to  operate  all  means  and 
methods  of  transportation  by  vehicles  or  by  vessels. 

FORM  234. 
Financial  and  Financing. 

1.  To  carry  on  and  entertain  any  business,  undertaking,  transac- 
tion or  operation  commonly  carried  on  or  undertaken  by  capitalists, 
promoters,  financiers,  contractors,  merchants,  commission  men  and 
agents,  and  in  the  course  of  such  business  to  draw,  accept,  endorse, 
acquire  and  sell  all  or  any  negotiable  or  transferable  instruments  and 
securities,  including  debentures,  bonds,  notes  and  bills  of  exchange. 

2.  To  issue  on  commission,  subscribe  for,  acquire,  hold,  sell,  ex- 
change and  deal  in  shares,  stocks,  bonds,  obligations  or  securities  of 
any  public  or  private  corporation,  government  or  municipality,  and 
the  company  shall  have  express  power  to  hold,  to  purchase  or  other- 
wise acquire,  to  sell,  assign,  transfer,  mortgage,  pledge  or  otherwise 
dispose  of  shares  of  the  capital  stock,  bonds,  debentures,  or  other  evi- 
dences of  indebtedness  created  by  any  other  corporation  or  corpora- 
tions, and  while  the  owner  thereof  to  exercise  all  the  rights  and  privi- 
leges of  ownership,  including  the  right  to  vote  thereon. 

3.  To  form,  promote  and  assist  financially  or  otherwise,  companies, 
syndicates,  partnerships  and  associations  of  all  kinds,  and  to  give 
any  guarantee  in  connection  therewith  or  otherwise  for  the  payment 
of  money,  or  for  the  performance  of  any  obligation  or  undertaking. 

4.  To  acquire,  improve,  manage,  work,  develop,  exercise  all  rights 
in  respect  of,  lease,  mortgage,  sell,  dispose  of,  turn  to  account  and 
otherwise  deal  with  property  of  all  kinds,  and  in  particular  business 
concerns  and  undertakings. 


206  CORPORATION    FORMS. 

FOEM  234A. 
Financial  Investment. 

1.  To  undertake  and  carry  on  any  business  transaction  or  operation 
commonly  undertaken  or  carried  on  by  contractors,  capitalists,  finan- 
ciers, and  generally  to  institute,  enter  into,  carry  on,  assist,  promote 
or  participate  in  financial,  commercial,  mercantile,  industrial  and 
other  business,  works,  contracts,  undertakings  and  operations. 

2.  To  hold  in  trust,  issue  on  commission,  make  advances  upon,  sell 
or  dispose  of  any  of  the  undertakings  or  resulting  investments  afore- 
said, and  to  act  as  agent  for  any  of  the  above  or  like  purposes. 

3.  To  obtain  the  grant  of,  purchase  or  otherwise  acquire  any  con- 
cessions, rights,  patents,  privileges,  exclusive  or  otherwise,  authorities, 
undertakings  or  businesses,  or  any  right,  option  or  contract  in  relation 
thereto,  and  to  perform  and  fulfil  the  terms  and  conditions  thereof, 
and  to  carry  the  same  into  effect,  operate  thereunder,  develop  and  turn 
to  account,  maintain  or  sell,  and  dispose  of  and  deal  with  the  same. 

To  buy  or  otherwise  acquire,  to  hold,  own,  mortgage,  pledge,  sell, 
assign  and  transfer  or  otherwise  dispose  of,  and  to  invest,  trade  in  and 
deal  in  any  goods,  wares,  merchandise  and  property  of  every  class  and 
description,  including  patents  and  patent  rights,  inventions  or  other 
improvements,  trade  marks,  options,  shares  or  rights  in  corporations, 
real  property  of  any  description,  including  mines,  railroads,  and  also 
bonds,  mortgages,  securities  of  any  kind  or  description,  or  other  evi- 
dences of  indebtedness,  and  investments  or  investment  securities  of 
any  kind  or  description  whatever,  or  to  act  as  the  agent  for  the  sale  or 
purchase  of  any  of  the  same,  or  for  any  other  purpose  connected  witli 
any  of  the  said  above-described  powers;  to  promote  corporations  or 
enterprises  of  any  character,  including  industrial  enterprises,  rail- 
roads, mines,  real  estate  companies,  banking  institutions,  and  all  busi- 
ness or  enterprises  of  any  character,  and  to  own  and  operate  or  finance 
the  same;  to  aid  in  any  manner  any  corporation  or  enterprise  in  which 
the  company  is  interested;  to  endorse,  underwrite  or  guarantee  the 
stock,  securities  or  undertaking  of  any  corporation  or  persons. 

To  purchase,  receive,  hold  and  own  bonds,  mortgages,  debentures, 
notes,  shares  of  capital  stock,  and  other  securities,  obligations,  con- 
tracts and  evidences  of  indebtedness  of  any  railroad  company  or  rail- 
road corporation,  and,  as  incidental  thereto,  of  any  terminal,  express, 
warehouse,  elevator,  street  car,  traction,  electric  light  or  power,  steam- 
ship or  other  company,  corporation  or  association,  any  of  the  securities 
of  which  may  be  owned  by,  or  the  property  of  which  may  be  operated 
by,  or  in  connection  with  the  property  of,  any  railroad  company,  or 


SPECIAL   OBJECT    CLAUSES.  207 

any  part  of  whose  stock,  bonds  or  other  securities  are  held  or  owned 
by  any  railroad  company;  to  receive,  collect  and  dispose  of  interests, 
dividends  and  income. upon,  of  and  from  any  of  the  bonds,  mortgages, 
debentures,  notes,  shares  of  capital  stock,  securities,  obligations,  con- 
tracts, evidences  of  indebtedness,  and  other  property  held  or  owned  by 
it,  and  to  exercise  in  respect  of  all  such  bonds,  mortgages,  debentures, 
notes,  shares  of  capital  stock,  securities,  obligations,  contracts,  evi- 
dences of  indebtedness  and  other  capital,  any  and  all  the  rights,  powers 
and  privileges  of  individual  ownership  thereof,  including  the  right  to 
vote  thereon ;  to  do  any  and  all  acts  and  things  tending  to  increase  the 
value  of  the  property  at  any  time  held  by  the  company ;  to  issue  bonds 
and  other  obligations  and  to  secure  the  same  by  pledging  or  mort- 
gaging the  whole  or  any  part  of  the  property  held  by  the  company,  and 
to  sell  or  pledge  such  bonds  for  proper  corporate  purposes.  Nothing 
herein  contained  is  to  be  construed  as  intended  to  form  a  banking 
company,  a  savings  bank,  or  a  corporation  intended  to  derive  profit 
from  the  loan  and  use  of  money. 

FORM  235. 

Fire  Extinguishers. 

To  purchase,  manufacture  or  otherwise  acquire  fire  extinguishers, 
and  the  chemicals  and  ingredients,  also  the  right  to  manufacture  and 
acquire  all  vessels  used  for  holding  the  same,  together  with  the  right  to 
sell,  lease  or  otherwise  dispose  of  said  extinguishers;  also  the  right  to 
acquire  and  own  patent  rights  and  trade  marks  pertaining  thereto. 

FORM  236. 

Fire- Proofing. 

To  manufacture,  buy,  sell,  import  and  export  and  deal  in  asbestos 
and  all  and  every  of  the  products  and  manufactures  thereof  or  in  which 
the  same  is  used;  all  manner  of  materials  and  products  used  for  or 
incidental  to  the  making  of  fire-proof  buildings  and  structures  and 
building  materials  of  every  sort  and  kind;  materials  manufactured 
for  street  and  other  pavements,  for  the  insulation  or  protection  of 
metal  constructions  and  electrical  appliances  and  constructions  of  every 
sort,  and  also  to  construct,  alter  or  repair  or  contract  for  the  con- 
struction, alteration  or  repair  of  all  manner  of  structures,  conduits 
and  public  or  private  works  or  any  parts  thereof. 


208  CORPORATION    FORMS. 

FORM  237. 
Fisheries. 

1.  To  acquire,  purchase,  run,  hold,  sell,  lease  and  rent  fishing 
licenses  for  pound  nets,  traps,  weirs,  set  nets,  fish  wheels  and  other 
fixed  appliances,  and  purse  nets,  dredge  seines  and  other  seines  and 
movable  appliances  for  catching  or  retaining  fish. 

2.  To  acquire,  purchase,  hold,  sell,  lease  and  rent  locations  upon 
which  to  construct  and  maintain  pound  nets,  traps,  weirs,  set  nets,  fish 
wheels  and  other  appliances,  whether  fixed  or  movable,  for  catching  or 
retaining  fish. 

3.  To  acquire,  purchase,  run,  hold,  sell,  lease,  rent,  maintain  and 
operate  all  needful  or  convenient  appliances  for  catching  fish  by  any 
means  whatever;  and  for  holding,  freezing,  packing,  salting,  canning 
and  otherwise  preserving  and  delivering,  selling  and  transacting  busi- 
ness with  reference  to  the  same. 

•f.  To  acquire,  purchase,  catch,  take,  buy,  hold,  store,  pack,  pre- 
serve, sell,  export,  dispose  of  and  distribute  fish  of  all  kinds;  and  to 
engage  in  the  propagation  of  salmon  and  of  other  food  fishes. 

5.  To  engage  generally  in  the  fish  business  in  the  waters  of 

and  other  waters. 

6.  To  slaughter  beeves  and  other  animals,  and  to  acquire,  purchase, 
cure,  store,  pack,  can,  sell,  distribute  and  dispose  of  meats,  fruits  and 
vegetables. 

7.  To  acquire,  purchase,  build,  construct,  maintain  and  operate 
cold  storage  and  refrigerating  plants,  and  to  do  a  general  cold  storage 
and  refrigerating  business. 

8.  To  do  a  general  warehouse  and  storage  business,  and  to  issue, 
register,  certify  and  guarantee  warehouse  receipts. 

9.  To  acquire,  purchase,  own,  maintain  and  operate  steam,  sailing 
and  other  vessels. 

FORM  238. 

Flour. 

To  purchase  and  sell  grains  and  cereals  of  every  kind  and  to  manu- 
facture, buy  and  sell  flour  and  other  food  articles  manufactured  from 
grain  or  cereals,  and  to  acquire  by  purchase,  lease  or  otherwise,  and  to 
own.  sell,  lease,  mortgage,  convey,  improve  and  operate  factories  and 
elevators,  buildings  and  manufactories  for  the  production  and  storage 
of  all  kinds  of  goods  that  may  be  produced  from  or  in  conjunction 
with  grain  or  cereals  of  any  kind ;  to  buy,  sell,  trade  and  deal  in  the 


SPECIAL   OBJECT    CLAUSES.  209 

products  of  said  manufactories  or  factories  and  in  said  grains  or 
cereals,  in  any  state  of  their  product. 

POEM  239. 

Flume  and  Sluice. 

To  build,  construct,  own  and  operate  flumes  and  sluices  and  to  con- 
struct under  contract  by  bid  or  otherwise  such  flumes  and  sluices,  and 
to  own  and  operate  flumes  and  sluices  for  the  purpose  of  conveying 
by  water  logs,  timber  and  wood,  and  also  for  the  purpose  of  conveying 
mineral  and  placer  dirt  and  soil  containing  gold  for  the  purpose  of 
placer  mining,  and  to  own  and  operate  flumes  and  sluices  for  the  pur- 
pose of  supplying  water  for  the  public  and  domestic  use  and  as  power 
for  running  and  operating  machinery,  factories  and  mining  plants 
generally,  and  to  run  and  operate  mills,  sawmills  and  mining  ma- 
chinery. 

FOKM  240. 
Food  Products. 

1.  To  buy,  or  otherwise  acquire,  to  manufacture,  market,  prepare 
for  market,  sell,  deal  in  and  deal  with,  import  and  export  food  and 
food  products  of  every  class  and  description,  fresh,  canned  or  pre- 
served or  otherwise,  and  all  food  and  other  preparations. 

To  engage  in  any  business,  whether  manufacturing  or  otherwise, 
which  may  seem  advantageous  or  useful  in  connection  therewith,  and 
to  manufacture,  market  or  prepare  for  market  any  article  or  thing 
which  the  company  uses  in  connection  with  its  business. 

In  connection  with  the  foregoing,  to  manufacture,  market  and  pre- 
pare for  market,  buy,  sell,  deal  in  and  deal  with,  import  and  export 
tin,  and  any  products  of  tin,  glassware,  and  any  article  of  glassware 
or  any  article,  receptable,  package  or  thing  which  may  be  useful  in 
connection  with  the  manufacture  or  marketing,  vending  or  shipping 
of  the  products  of  the  company,  or  like  products. 

2.  To  purchase  all  kinds  of  food,  vegetables  and  grains  and  manu- 
facture and  sell  extracts  and  food  products  from  the  same,  or  any 
article  of  commerce  or  allied  nature,  or  pertaining  to  the  business  of 
preserving,  canning  and  preserving  for  the  market  fruit,  vegetable  and 
grain  products. 

14— Thomp.  Cobp.  VII. 


210  CORPORATION    FORMS. 

FOEM  241. 
Foundry  and  Machine  Shop. 

Carrying  on  a  general  foundry  and  machine-shop  business,  manu- 
facturing and  dealing  in  all  kinds  of  metallic  castings,  machinery, 
pumps,  capstans,  winches,  tools  and  all  other  goods,  wares,  merchan- 
dise or  articles  made  of  brass,  iron  or  other  metals  or  any  compounds 
thereof,  doing  all  kinds  of  piping  and  plumbing,  installing,  altering 
and  repairing  all  kinds  of  heating  apparatus,  and  dealing  in  personal 
property  of  all  kinds. 

FOEM  242. 
Framing  and  Mirrors. 

The  corporation  is  constituted  for  the  purpose  of  manufacturing 
and  making  various  frames  and  glass,  to  sell  at  retail  and  wholesale 
mirror  frames  and  glass,  to  take  and  execute  contracts  for  the  making, 
setting  up,  erecting  and  framing,  of  mirrors,  windows  and  any  other 
work  wherein  mirrors,  frames  or  glass  are  used  or  required.  To  manu- 
facture and  sell  at  wholesale  and  retail  merchandise,  and  to  take  and 
execute  contracts  for  the  sale  of  the  same.  To  act  as  agents,  factors 
and  representatives  for  others  in  the  sale  of  mirrors,  frames,  glass 
goods  or  other  merchandise,  and  for  the  purpose  of  doing  any  lawful 
business  incidental  to  the  purposes  hereinbefore  set  forth. 

FOEM  243. 

Freight  Agents. 

To  carry  on  a  general  shipping  and  forwarding  business,  including 
the  receiving,  handling,  shipping,  forwarding  and  transporting  of 
goods,  wares,  merchandise  and  all  classes  of  freight  by  land  or  by 
water. 

FOEM  244. 

Fruit. 

To  buy,  sell,  import,  export  and  generally  deal  in  fruits  and  fruit 
products. 

To  buy,  sell,  lease,  or  otherwise  acquire,  mortgage,  sell,  or  other- 
wise dispose  of  real  estate  to  any  amount  not  limited  by  law. 

To  engage  in  the  cultivation,  planting  and  production  of  fruits  and 
agricultural  products. 

To  prepare  and  manufacture  fruit  and  vegetable  products  and  kin- 
dred goods  of  every  class  and  description. 


SPECIAL   OBJECT    CLAUSES.  211 

FORM  245. 
Fruit  Plantation. 

1.  The  planting,  cultivating,  growing,  producing,  buying,  import- 
ing, selling,  exporting  and  dealing  in  oranges,  lemons  and  other  cit- 
rous and  tropical  fruits,  and  also  all  kinds  of  vegetables,  and  to  carry 
on  the  business  of  planters  in  all  its  branches. 

2.  To  carry  on  and  work  the  business  of  producers,  cultivators  and 
buyers  of  every  kind  of  fruit  and  vegetable,  mineral  or  other  products 
of  the  soil. 

3.  To  purchase  or  otherwise  acquire,  manufacture,  prepare  for  mar- 
ket, market  any  such  products,  and  to  sell,  dispose  of  and  deal  in  the 
same,  either  in  their  prepared,  manufactured  or  raw  state,  and  either 
by  wholesale  or  retail. 

4.  To  operate  and  maintain  a  packing  house  and  canning  factory 
for  fruits  and  vegetables  of  all  kinds,  and  to  produce,  buy  or  otherwise 
acquire  and  sell  or  otherwise  dispose  of  the  product  of  such  packing 
and  canning  factory  or  factories. 

FORM  246. 

Furnaces  and  Stoves. 

To  manufacture  and  generally  deal  in  stoves,  furnaces,  radiators, 
ranges,  gas  and  electric  appliances  and  devices  of  all  kinds  for  heat- 
ing by  hot  air,  steam,  or  other  agency. 

FORM  247. 

Furniture. 

To  do  a  general  furniture  and  house  goods  business;  to  manufac- 
ture, repair,  alter,  purchase,  sell,  exchange,  export,  import,  let,  sublet, 
lease,  rent,  hire  and  deal  in,  as  principal  and  on  its  own  behalf,  as  well 
as  agent  or  factor  for  others,  all  kinds  of  furniture,  rugs,  carpets,  cur- 
tains, tapestries,  laces,  embroideries  and  pictures  of  every  kind,  arms, 
silver  ware,  jewelry,  statuary,  bronzes,  relics,  works  of  art,  manu- 
scripts, autographs,  books,  bric-a-brac,  glass,  articles  of  virtu,  and  all 
kinds  of  articles  used  and  intended  to  be  used,  or  capable  of  being 
used  in  furniture  or  beautifying  any  private  or  public  building,  edi- 
fice, park  or  garden;  and  as  principal,  and  on  its  own  behalf  or  as 
agents  for  others,  to  plan,  equip,  furnish,  beautify  and  decorate  any 
public  or  private  building,  garden  or  park  whatsoever,  and  to  make 


212  CORPORATION    FORMS. 

valuations  or  appraisals  of  any  articles,  goods,  wares  or  merchandise, 
or  real  estate  whatsoever. 

FORM  248. 
Garage. 

The  purposes  for  which  said  corporation  is  formed  are  as  follows : 

1.  Deal  in,  sell,  operate  and  let  for  hire  automobiles,  motorcycles 
and  motor  vehicles  of  every  kind,  nature  and  description. 

2.  To  build,  maintain  and  operate  buildings,  storage  houses  and 
garages  for  the  storing,  caring  for  and  keeping  for  hire  therein  of 
automobiles,  motorcycles  and  motor  vehicles  of  every  kind,  nature  and 
description. 

3.  And  generally  to  buy,  sell  and  deal  in  all  goods,  wares  and  mer- 
chandise necessary  or  incidental  to  the  operation,  repair  or  equipment 
of  automobiles,  motorcycles  or  motor  vehicles  of  any  and  all  kinds, 
manufactures  and  descriptions. 

4.  And  for  the  purpose  of  carrying  on  the  business  aforesaid  to 
buy,  sell  and  convey  property,  both  real  and  personal,  as  the  same 
shall  be  necessary,  and  generally  to  do  all  things  that  may  be  neces- 
sary to  the  conducting  of  said  business. 

FOEM  249. 

Garbage  Machinery. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
street-cleaning,  garbage,  snow-removal  wagons  and  carts,  and  all  kinds 
of  machinery,  apparatus  and  appliances  connected  with  the  cleaning 
of  streets,  walks,  areas,  platforms,  the  sprinkling  of  streets  and  the 
removal  of  garbage. 

FORM  250. 

Gas  Fitters. 

To  manage  a  general  gas  fitting  business,  and  to  pipe  houses, 
buildings  and  structures  of  all  kinds  with  proper  and  suitable 
pipes  for  conveying  gas  for  fuel  and  lights,  and  to  buy  and  sell  gas 
pipes,  fittings  and  connections  of  all  kinds  used  in  piping  and  fitting 
houses,  buildings  and  structures  for  gas,  and  to  contract  for  and  do 
generally  a  general  gas  fitting  business,  and  to  employ  the  proper  man- 
agers, operators  and  workmen  that  may  be  necessary  from  time  to 
time  in  installing  and  fitting  such  houses,  buildings  and  structures 
with  pipe  and  piping  for  the  use  of  gas  for  light  and  fuel. 


SPECIAL   OBJECT    CLAUSES.  213 

FORM  251. 

Gas  Fixtures  and  Lamps. 

To  manufacture,  buy,  sell  and  lease  and  let  gas  fixtures,  chandeliers, 
electroliers,  brackets,  lamps,  globes,  any  and  all  of  which  may  be  of 
any  form,  kind  or  description ;  and  to  manufacture,  buy,  sell,  lease  and 
let  any  other  supplies  or  appurtenances  used  for  or  in  connection  with 
the  use  of  gas,  electricity  or  any  other  power,  or  material  used  for 
heating  or  lighting  purposes;  and  to  make,  manufacture,  buy,  sell, 
lease,  let  any  and  all  things,  materials,  substances,  machines,  tools, 
buildings  and  anything  whatsoever  necessary  for  the  carrying  on  of 
the  business  under  its  charter. 

FORM  252. 

Gas-Making  Machinery. 

To  manufacture  and  deal  in  machinery,  apparatus  and  supplies  ap- 
propriate and  convenient  to  the  manufacture,  utilization  and  distribu- 
tion of  gas  for  lighting,  heating,  power  and  other  purposes;  to  use 
and  deal  in  machinery  and  appliances  connected  with  such  manufac- 
ture and  sale ;  to  carry  on  a  general  manufacturing  business  in  articles 
not  prohibited  by  law ;  to  acquire,  operate,  and  deal  in  such  patents, 
patent  rights,  processes  and  inventions  and  interests  therein  and  rights 
thereunder  as  may  be  deemed  essential  in  carrying  on  the  business  of 
the  corporation;  to  license  under  such  patents  and  to  lease  such  ma- 
chinery and  apparatus ;  to  acquire,  own,  manage,  lease  and  dispose  of 
any  real  or  personal  property  essential  or  convenient  for  such  busi- 
ness ;  with  all  the  rights  which  are  granted  by  law  to  acquire,  hold  and 
dispose  of  the  capital  stock,  bonds  and  other  securities  of  other  cor- 
porations ;  and  generally  to  do  all  things  necessary  or  incident  to  said 
business. 

FORM  253. 

Gas  Retorts. 

To  manufacture  and  sell  gas  retorts,  gas  regulators,  automatic  gas 
appliances  and  all  instruments,  articles  or  appliances  used  in  connec- 
tion with  the  manufacture,  handling,  transmitting,  conveying  and  use 
generally  in  connection  with  the  supply  and  use  of  gas  for  lighting 
and  heating. 


214  CORPORATION    FORMS. 

FORM  254. 

General  Contracting. 

To  carry  on  a  general  contracting  and  construction  business,  con- 
sisting of  entering  into  contracts  with  persons,  firms  and  corporations 
for  the  construction  of  buildings,  public  and  private,  pipe  lines,  steam 
railways,  railroads,  roads,  highways  and  bridges  and  other  works  and 
the  construction  of  the  same  under  said  contracts  and  doing  a  gen- 
eral teaming  and  hauling  business,  and  the  transaction  of  such  other 
business  as  may  be  properly  conducted  therewith. 

FORM  255. 

General  Stores. 

To  conduct  a  store  or  stores  for  the  purchase  and  sale,  at  retail  and 
wholesale,  of  dry  goods,  groceries,  crockery,  glassware,  queensware, 
harness,  trappings,  articles  made  from  leather,  notions,  millinery, 
shoes,  boots,  toys,  confectionery,  wallpaper,  decorations,  furniture, 
hardware,  carpets  and  all  other  articles  of  merchandise  necessary  and 
convenient  for  dress  and  household  use. 

FOKM  256. 
Ginneries. 

To  erect,  maintain,  purchase  or  otherwise  acquire,  operate  and 
maintain  cotton  seed  oil  mills  and  ginneries,  and  in  connection  there- 
with to  produce  cotton  seed  oil. 

To  buy  and  sell  cotton  seed ;  to  manufacture,  buy,  sell,  export,  im- 
port and  generally  deal  in  cotton  seed  oil  and  the  products  and  by- 
products of  cotton  seed.  Also  to  manipulate  and  compound  cotton 
seed  oil  with  other  substances,  so  as  to  make  fertilizers  to  be  sold  for 
fertilizing  land ;  and  also  to  give  and  compress  cotton  into  bale  for 
marketing  purposes  or  otherwise. 

FOKM  257. 

Glass. 

1.  To  manufacture  and  sell  glass  in  all  forms,  including  glass- 
ware, glass  ornaments,  cutglass,  structural  glass  and  all  articles  of 
commerce  of  a  similar  or  cognate  character  made  of  glass  or  glass  in 
composition  with  wire. 


SPECIAL    OBJECT    CLAUSES.  215 

2.  To  manufacture  glass  and  glassware  of  any  and  all  kinds  and 
description;  to  manufacture  such  machinery  and  appliances  as  are 
or  might  be  useful  in  connection  with  the  preparation  of  glassware; 
to  produce,  as  opportunity  offers,  whatever  crude  materials  as  are  nec- 
essary for  the  manufacture  of  glass ;  to  buy  such  lands  and  erect  such 
buildings  as  are  needed  for  the  purpose  of  carrying  on  the  business  of 
the  corporation,  and  to  sell  and  dispose  of  the  same  as  authorized  by 
law ;  to  buy,  own  and  sell  the  plant  or  plants  of  other  companies  hereto- 
fore carrying  on  a  similar  business. 

FOEM  258. 

Glass,  Lime  and  Building  Stone. 

To  mine,  quarry,  excavate  and  bore  for  coal,  limestone,  sandstone, 
fire  clay,  iron  ore  and  other  minerals  and  substances  incidentally  de- 
veloped, the  manufacture  of  the  same  into  coke,  lime,  building  stone, 
sand,  glass,  brick,  tile,  iron,  steel  and  other  manufactured  products, 
and  the  sale  thereof  in  crude  or  manufactured  form,  and  to  the  extent 
required  in  such  business,  the  purchase,  lease  and  sale  of  real  estate. 

FORM  259. 

Glue. 

The  manufacture  and  sale  of  glue  and  glue  products.  The  mix- 
ing of  the  same  with  chemicals  and  other  materials  and  dealing  in 
said  mixtures.  The  owning  and  buying  and  selling  of  formulas  and 
patent  processes  for  the  manufacture  of  glue  and  the  licensing  of 
other  persons  and  corporations  to  manufacture  and  deal  in  products 
under  any  mixture  or  patented  formula. 

FORM  260. 
Gold  and  Silver  Ware. 

1.  To  carry  on  the  business  of  manufacturers  of,  dealers  in  and 
contractors  for  the  sale,  purchase  and  exchange  of  gold  and  silver  ware, 
gold  and  silver  plated  ware,  glassware,  crockery,  cutlery,  leather  goods, 
tools,  machinery,  woodenware  and  silks  and  generally  to  manufacture, 
buy,  sell,  exchange  and  deal  in  the  above  specified  products  and  in  all 
minerals  used  in  the  manufacture  of  each,  any  and  all  of  such  articles. 

To  carry  on  as  principals,  agents,  commission  merchants  or  con- 
signees, the  business  of  manufacturing  and  dealing  in  gold  and  silver 


216  CORPORATION    FOR^IS. 

ware,  gold  and  silver  plated  ware,  metal  ware,  glassware,  crockery  ware, 
cutlery,  leather  goods,  tools,  machinery,  woodenware  and  silks,  and 
all  materials  used  in  the  manufacture  of  each,  any  and  all  of  such 
articles,  and  to  carry  on  as  principals,  agents,  commission  merchants 
or  consignees,  any  other  business  which  may  be  conveniently  conducted 
in  conjunction  with  any  of  the  matters  aforesaid. 

2.  To  carry  on  the  business  of  manufacturers  of,  dealers  in  gold  and 
silver  ware,  plated  or  otherwise,  glassware,  crockery,  cutlery,  leather 
goods,  tools,  machinery,  woodenware  and  silks,  and  generally  to  manu- 
facture, buy,  sell,  exchange,  import  and  export,  and  deal  in  the  above 
specified  products  and  in  all  materials  used  in  the  manufacture  of  each, 
any  and  all  of  such  articles. 

To  carry  on  as  principals  or  agents,  the  business  of  manufacturing 
and  dealing  in  gold  and  silver  ware,  plated  or  otherwise,  metal  ware, 
glassware,  crockery  ware,  cutlery,  leather  goods,  tools,  machinery, 
woodenware  and  silks,  and  all  materials  used  in  the  manufacture  of 
each,  any  and  all  of  such  articles,  and  to  carry  on  as  principals  or  agents 
any  other  business  which  may  be  conveniently  conducted  in  conjunc- 
tion with  any  of  the  matters  aforesaid. 

FORM  261. 

Grain  Elevator. 

To  buy,  own  and  lease  lands,  and  to  erect  thereon  buildings  and  ma- 
chinery for  the  purpose  of  receiving,  warehousing  and  delivering  grain 
and  other  merchandise ;  to  issue  bonds,  secured  by  a  mortgage  or  mort- 
gages upon  the  property  and  franchises  of  said  company,  with  the  pro- 
ceeds of  which  to  erect  suitable  buildings  and  purchase  machinery  for 
said  purpose,  and  to  fit  up,  occupy  and  use  a  grain  elevator  or  elevators. 
and  to  carry  on  the  business  of  receiving,  handling  and  storing  of  grain 
and  other  merchandise  and  of  issuing  receipts  for  grain  and  merchan- 
dise received,  and  charging  to  and  collecting  from  the  owners  or  holders 
thereof  reasonable  charges  for  services  done  and  performed  in  and 
about  the  receipt,  handling  and  storage  of  grain  and  other  merchandise. 

FORM  262. 

Graphite. 

1.  To  manufacture  graphite,  purify  carbon,  prepare  graphite  and 
carbon  for  paints,  foundry  facing,  electrotyping  and  other  purposes ; 
to  manufacture,  buy,  sell,  deal  in  and  deal  with  graphite,  paints,  stove 
polish,  crucibles  and  other  forms  of  graphite  and  carbon  articles. 


SPECIAL   OBJECT    CLAUSES.  217 

2.  To  manufacture,  purify,  prepare,  export,  import,  buy,  sell  and 
generally  deal  in  graphite  and  carbon  of  all  classes  and  descriptions. 
Also  to  engage  in  the  business  of  manufacturing,  buying,  selling,  ex- 
porting and  generally  dealing  in  paints,  electrotyping  and  kindred 
lines  of  business. 

FORM  263. 

Hair  Dressing  Supplies. 

Buying,  selling  and  dealing  in  soaps,  cosmetics,  hair  and  all  ma- 
terials, supplies  and  other  articles  necessary  or  convenient  for  use  in 
connection  with  and  in  carrying  on  the  hair  dressing  and  manicure 
business. 

FORM  264. 

Hardware. 

To  carry  on  the  trade  or  business  of  manufacturing,  buying  and  sell- 
ing, importing  and  exporting,  and  otherwise  dealing  in  hardware  and 
hardware  supplies  incident  thereto  and  any  articles  in  the  manufacture 
or  composition  of  which  metal  is  a  factor  or  connected  with  the  hard- 
ware business,  and  to  manufacture,  buy,  sell,  import  or  export,  or 
otherwise  deal  in,  any  materials,  articles  and  things,  required  for  or 
in  connection  with,  or  incidental  to  the  manufacture,  use,  purchase 
and  sale  of  any  and  all  of  the  aforesaid  wares  and  articles,  and  also  to 
carry  on  any  other  manufacturing  or  distributing  business  as  princi- 
pals or  agents,  or  otherwise,  which  can  be  conveniently  carried  on  in 
conjunction  with  any  of  the  matters  aforesaid. 

FORM  265. 

Hardware  and  Supply  Stores. 

To  conduct  a  store  or  stores  for  the  buying  and  selling  of  hardware, 
consisting  of  farming  implements,  farmers',  mechanics'  and  laborers' 
hardware,  oil  well,  coal  mine,  brick  manufacturers'  hardware  supplies, 
roofing,  spouting,  plumbing,  heating,  lighting,  ventilating,  electrical 
and  builders'  supplies.  Also  house  and  building  furnishings  consisting 
of  furniture,  carpets,  draperies,  awnings,  etc.  Also  to  contract  with  per- 
sons, firms  and  corporations  in  the  furnishing  of  labor  materials  in 
the  equipping  of  all  manner  of  buildings  or  structures  with  any  of  their 
aforesaid  hardware,  plumbing,  heating,  lighting,  ventilating,  electrical 
and  builders'  supplies. 


218  CORPORATION    FORMS. 

FORM  266. 

Heating  Apparatus — Electrical  Fixtures. 

The  corporation  is  constituted  for  the  purpose  of  manufacturing, 
buying,  selling,  installing,  repairing  and  dealing  generally  in  all  kinds 
of  apparatus  for  heating  and  cooking,  and  also  all  kinds  of  electrical 
fixtures,  furnishings  and  devices  for  lighting  and  other  purposes. 

FOEM  267. 

Holding  Stock  in  Other  Corporations. 

The  purposes  for  which  it  is  to  be  formed  are  as  follows :  To  sub- 
scribe for,  purchase,  invest  in,  hold,  own,  assign,  pledge  and  otherwise 
dispose  of  shares  of  capital  stock,  bonds,  mortgages,  debentures,  notes 
and  other  securities,  obligations,  contracts  and  evidences  of  indebted- 
ness of  corporations  of  the  state  of  New  York  or  any  other  state,  in- 
cluding corporations  which  own,  operate  or  lease,  or  which  are  or- 
ganized for  the  purpose  of  constructing,  owning,  operating  or  leasing 
street  surface  railroads,  elevated  railroads,  rapid  transit  railroads,  un- 
derground railroads,  tunnels,  bridges,  tunnel  railroads,  railway  termi- 
nals or  railroads  of  any  character  or  description  in  the  city  of  New  York, 
or  its  suburbs,  or  any  territory  adjacent  thereto,  and  to  corporations 
engaged  in  furnishing  or  organized  to  furnish  electricity  for  any  law- 
ful purposes  or  power  in  any  form  for  use  upon,  or  which  may  be  used 
upon  street  railroads  or  other  railroads,  and  corporations  whose  funds 
are  or  may  be  invested  in  the  shares  of  stock,  bonds  or  other  securities 
of  any  corporations  of  the  character  hereinbefore  described;  to  exer- 
cise in  respect  of  any  such  shares  of  stocks,  bonds  and  other  securities 
of  corporations,  any  and  all  rights,  powers  and  privileges  of  individual 
ownership,  including  the  right  to  vote,  to  issue  bonds  and  other  obli- 
gations, and  to  secure  the  same  by  pledging  or  mortgaging  the  whole 
or  any  part  of  the  property  of  the  company,  and  to  sell  or  pledge  such 
bonds  and  other  obligations  for  proper  corporate  purposes,  and  to  do 
any  and  all  acts  and  things  tending  to  increase  the  value  of  the  prop- 
erty at  any  time  held  by  the  company. 

The  said  corporation  shall  be  and  is  hereby  authorized  to  purchase, 
acquire,  hold  and  dispose  of  the  stock,  bonds  and  other  evidences  of 
indebtedness  of  any  corporation,  domestic  or  foreign,  and  issue  in  ex- 
change therefor  its  stock,  bonds  or  other  obligations. 

1.  To  buy,  sell  or  otherwise  acquire,  hold,  own,  use,  manage,  im- 
prove, maintain,  develop,  sell,  rent,  mortgage,  transfer  or  restrain  real 


SrECIAL   OBJECT    CLAUSES.  219 

estate;  to  trade  in  and  deal  with  real  property,  improved  or  unim- 
proved, in  the  state  of and  elsewhere. 

2.  To  rent,  maintain  and  construct  in  whole  or  in  part,  houses  and 
buildings;  alter,  repair  and  improve  houses  and  buildings. 

3.  To  trade  and  deal  in  and  with  building  materials  of  any  kind  or 
nature,  including  all  material  supplied  or  other  articles  necessary  or 
convenient  in  connection  with  or  in  carrying  on  said  business  or  any 
part  thereof. 

■1.  To  collect  rents,  in  general  to  manage  real  property  and  to  trans- 
act a  general  real  estate  business  and  do  all  things  necessary  and  ap- 
purtenant thereto ;  to  make  loans  on  real  estate,  improved  or  unim- 
proved, and  building  loans ;  to  buy  and  sell  bonds,  mortgages  upon  real 

estate  in  the  state  of and  elsewhere,  and  to  loan  money  on  bond 

or  mortgage  in  the  city  of  and  elsewhere,  either  upon  build- 
ing loan  or  otherwise. 

■").  To  purchase,  acquire,  hold,  transfer  and  dispose  of  stocks,  bonds 
and  mortgages,  notes  or  other  evidences  of  indebtedness  of  any  person 
or  corporation,  and  to  issue,  execute  and  deliver  in  exchange  therefor 
its  stock,  bonds  or  mortgages,  notes  and  other  obligations,  and  to  do 
all  such  other  things  conducive  to  the  objects  herein  set  forth. 

FOEM  268. 

Hosiery. 

To  manufacture  and  finish  hosiery,  underwear  and  other  knit  goods, 
and  articles  made  from  cotton,  woolen  and  other  yarns,  and  sell  and 
dispose  of  said  products. 

FOEM  269. 

Hotel. 

To  carry  on  the  business  of  hotel  and  innkeepers,  restaurant  keepers, 
caterers,  keepers  of  livery  stables  and  garages  for  horseless  conveyances 
and  motor  vehicles  of  all  kinds,  warehousemen,  tobacconists,  dealers  in 
provisions,  wine  and  liquor  dealers,  barbers  and  hair  dressers,  news 
dealers  and  proprietors  or  managers  of  theaters,  opera  houses  and  other 
places  of  public  entertainment. 

To  -purchase,  lease,  hire  or  otherwise  acquire,  to  hold,  own,  maintain, 
improve,  alter  and  to  sell,  convey,  mortgage  or  otherwise  dispose  of  real 
estate  and  personal  property,  and  any  interest  therein,  in  or  out  of  this 
state,  and  in  any  state  in  the  United  States  or  any  foreign  country. 


220  CORPORATION    FORMS. 

FOBM  270. 

House  Furnishings. 

To  manufacture  rolling  pins,  sauce  pans,  basting  pans,  garbage  pails, 
waste  boilers,  pie  tins,  cake  tins,  cookers,  steamers,  curtain  poles,  flag 
staffs,  lambrequin  holders,  towel  racks,  clotheshorses,  ironing  boards, 
kneading  boards,  and  a  general  line  of  house  furnishings  and  culinary 
and  cooking  utensils  from  metal  or  wood  or  both,  and  the  buying  and 
selling  of  such  articles. 

FOKM  271. 

Ice. 

To  manufacture,  prepare,  cut,  gather,  collect,  harvest,  store,  pre- 
serve, pack,  keep,  buy,  sell,  import  and  export,  deal  in  and  transport 
all  kinds  of  ice ;  to  erect,  establish,  manufacture,  make,  construct,  ac- 
quire, hold,  operate,  buy,  sell,  import  and  export,  trade  and  deal  in 
all  kinds  of  refrigerating  plants,  ice  machines,  ice  making  apparatus 
and  refrigerating  processes;  to  construct,  purchase,  charter  or  other- 
wise acquire  and  to  hold,  own,  use,  equip,  operate  and  dispose  of  any 
and  all  steamships,  steam  boats,  sailing  ships,  boats,  barges  or  ves- 
sels of  any  class,  kind  or  nature  whatsoever,  which  may  be  necessary, 
useful  or  convenient  in  or  about  the  operations  or  business  of  the  said 
company. 

FORM  272. 

Ice  Machines. 

To  manufacture,  buy,  sell,  import  and  export,  and  lease  ice  machin- 
ery, ice  making  apparatus,  all  kinds  of  refrigerating  apparatus  and 
processes  and  other  articles ;  to  own,  control,  buy  and  sell  patents  and 
to  license  thereunder ;  to  own,  buy,  sell,  lease  and  mortgage  real  estate 
and  personal  property,  and  to  do  all  acts  that  may  be  convenient  or 
necessary  in  a  general  manufacturing  business. 

FOEM  273. 

Incorporation  Company. 

To  organize,  incorporate  and  develop  other  corporations,  to  act  as 
registrar  and  agent  for  the  registering  and  transferring  of  stocks  and 
bonds;  to  act  as  agent  or  trustee  in  the  charge  and  management  of 
real  and  personal  property  committed  to  it  by  deed  of  trust  or  other- 


SPECIAL    OBJECT    CLAUSES.  221 

wise,  and  to  act  as  trustee  under  mortgages  of  real  and  personal  prop- 
erty. 

FORM  274. 

Incubators. 

To  manufacture  and  sell  incubators,  brooders  and  hovers,  and  all 
machines,  appliances  and  mechanisms  necessary  thereto  or  may  be 
utilized  in  the  hatching  and  rearing  of  poultry,  and  also  all  kinds  of 
poultry  goods,  remedies  and  supplies. 

FORM  275. 

Inspection  of  Elevators. 

To  engage  in  the  business  of  inspecting  and  repairing  freight  and 
passenger  elevators  in  office  buildings,  business  blocks,  stores,  ware- 
houses, hotels  and  apartment  houses,  for  the  protection  of  the  owners 
or  lessees  or  for  insurance  companies  engaged  in  the  business  of  guar- 
anteeing owners  or  their  lessees  against  accidents  in  the  operation  of 
such  freight  and  passenger  elevators. 

FORM  276. 

Insurance. 

To  carry  on  the  general  business  of  insurers  of  persons  and  prop- 
erty, including  thereunder  the  transaction  of  a  general  life,  fire,  ma- 
rine, casualty,  plate  glass,  burglary  and  guaranty  insurance  business. 

FORM  277. 
Insurance  Agency. 

1.  To  maintain  an  agency  for  the  writing  and  selling  of  policies  of 
insurance  issued  by  regularly  incorporated  insurance  companies,  do- 
mestic and  foreign,  for  the  insurance  of  human  beings  against  death, 
sickness  or  personal  injury,  or  property  against  loss  or  damage  from 
fire,  water,  wind,  burglars  or  other  causes,  liability  insurance  and 
fidelity  and  surety  bonds  in  carrying  such  other  business  as  pertains 
thereto. 

2.  To  conduct  general  insurance  agency  and  insurance  brokerage 
business,  consisting  of  fire,  casualty,  plate  glass,  steam  boilers,  ele- 
vator, accident,  fidelity,  debt,  burglary,  physician's  defense,  marine, 
credit  and  life  insurance,  and  all  other  kinds  of  insurance  on  property. 


222  CORPORATIOX    FORMS. 

FORM  278. 
Insurance  Agents. 

To  act  as  agents  or  brokers  in  the  business  of  marine,  fire,  life,  ac- 
cident and  fidelity  insurance  in  the  business  of  giving  protection  to 
principals  and  employers  and  any  other  kind  or  class  of  insurance  in 
all  its  branches. 

To  act  as  agents  or  representatives  of  owners  or  other  persons  or 
corporations  having  or  claiming  to  have  any  interest  in  merchandise, 
vessels,  cargoes,  freight  or  other  subject  of  insurance. 


FORM  279. 

Investments. 

To  issue  shares,  stock,  debentures,  debenture  stock,  bonds  and  other 
obligations ;  to  invest  the  money  so  obtained  in,  and  to  hold,  sell  and 
deal  with  stock,  shares,  bonds,  debentures,  debenture  stock  and  securi- 
ties of  any  government,  state,  corporation,  public  or  private,  or  other 
body  or  authority;  to  vary  the  investments  of  the  company;  to  mort- 
gage or  charge  all  or  any  part  of  the  property  and  rights  of  the  com- 
pany, including  its  uncalled  capital ;  to  make  advances  upon,  hold  in 
trust,  issue  on  commission,  sell  or  dispose  of  any  of  the  investments 
aforesaid,  or  to  act  for  any  of  the  above  or  like  purposes. 

1.  To  raise  money  by  the  issue  of  shares  or  otherwise,  and  to  invest 
the  moneys  so  raised  in  the  purchase  of,  or  otherwise  to  acquire  and 
hold  any  of  the  investments  following,  that  is  to  say,  any  stocks,  bonds, 
debentures,  shares,  scrip  or  securities  issued  or  having  any  guarantee 
by  any  government,  municipality,  trust,  local  authority,  or  other  body, 
incorporated  or  unincorporated,  public  or  private,  of  the  United  States, 
or  in  any  country  or  state  under  the  protection  of  the  United  States' 
or  any  stock,  bonds,  debentures,  shares,  scrip  or  securities  issued  or 
having  any  guarantee  by  any  corporation  or  company  incorporated, 
constituted  or  carrying  on  business  in  the  United  States  or  elsewhere. 

2.  To  acquire  and  hold,  or  otherwise  deal  with  any  stock,  bonds, 
debentures,  shares,  scrip  or  securities  of  any  government,  state  or 
authority,  municipal,  local  or  otherwise,  and  any  bonds,  debenture 
stocks,  scrip,  obligations,  shares,  stocks  or  securities  of  any  company 
established  for  the  purpose  of  any  railway,  tramway,  gas,  water,  dock, 
telegraph,  electric  lighting  or  other  undertaking. 

3.  To  borrow  or  raise  money  by  the  issue  of  any  bonds,  mortgages, 


SPECIAL   OBJECT    CLAUSES.  223 

debentures  or  debenture  stock  of  the  company,  and  to  invest  any 
money  so  raised  in  any  such  investments  as  aforesaid. 

4.  To  acquire  any  such  investments  as  aforesaid  by  original  sub- 
scription, underwriting,  participation  in  syndicates  or  otherwise,  and 
whether  or  not  fully  paid  up,  and  to  make  payments  thereon  as  called 
for,  or  in  advance  of  calls  or  otherwise,  and  to  underwrite  or  sub- 
scribe for  the  same  conditionally  or  otherwise,  and  either  with  a  view 
to  investment  or  for  resale,  or  otherwise,  and  to  vary  the  investments 
of  the  company,  and  generally  to  sell,  exchange,  or  otherwise  dispose 
of,  deal  with,  and  turn  to  account  any  of  the  assets  of  the  company. 

5.  To  negotiate  loans,  to  offer  for  public  subscription,  or  other- 
wise aid  or  assist  in  placing  any  such  investments  as  aforesaid ;  to  give 
any  guarantee  in  relation  to  such  investments  issued  by  or  acquired 
through  or  from  the  company. 

6.  To  offer  for  public  subscription  any  shares  or  stock  in  the  capital 
of,  or  debentures  or  debenture  stock  or  other  securities  of,  or  otherwise 
to  establish  or  promote,  or  concur  in  establishing  or  promoting  any 
company,  association,  undertaking  or  public  or  private  body.  To  guar- 
antee the  payment  of  dividends  or  interest  on  any  stocks,  shares,  de- 
bentures or  other  securities  issued  by,  or  any  other  contract  or  obliga- 
tion of  any  such  company,  association,  undertaking  or  public  or  pri- 
vate body. 

8.  To  purchase,  take  on  lease,  or  in  exchange,  hire,  or  otherwise 
acquire  any  real  or  personal  property  which  the  company  may  think 
necessary  or  desirable,  and  to  sell,  improve,  manage,  develop,  lease, 
mortgage,  dispose  of,  turn  to  account,  or  otherwise  deal  with  all  or 
any  part  of  the  company's  property. 

9.  To  take,  make,  execute,  or  enter  into,  commence,  carry  on,  prose- 
cute and  defend  all  contracts,  agreements,  negotiations,  legal  and  other 
proceedings,  compromises,  arrangements  and  schemes,  and  to  do  all 
other  acts,  matters  and  things  which  shall  at  any  time  appear  con- 
ducive or  expedient  for  the  protection  of  the  company  as  holders  of 
or  interested  in  any  such  investments  and  securities  as  aforesaid. 

FORM  280. 

Investors. 

To  create,  purchase,  hold,  develop  and  sell  patent  rights  for  inven- 
tions and  designs,  and  the  purchasing  of  copyrights  for  books,  publi- 
cations and  registered  trade  marks,  with  the  rights  to  issue  licenses 
for  the  same  and  receive  pay  therefor  and  the  doing  of  all  such  proper 
acts  as  may  be  necessary  to  fully  carry  out  the  purpose  of  the  corpora- 
tion. 


224  CORPORATION'    FORMS. 

FORM  281. 
Iron. 

To  buy,  sell,  deal  in  and  deal  with  iron  and  iron  ore  and  all  like  or 
kindred  products ;  to  mine,  manufacture,  prepare  for  market,  market 
and  sell  the  same,  and  any  articles  or  product  in  the  manufacture  or 
composition  of  which  metal  is  a  factor,  including  the  acquisition  by 
purchase,  mining,  manufacture  or  otherwise  of  all  materials,  supplies 
and  other  articles  necessary  or  convenient  for  use  in  connection  with 
and  in  carrying  on  the  business  herein  mentioned,  or  any  part  thereof. 

To  purchase,  take  on  lease,  or  otherwise  acquire  any  mines,  mining 
rights  and  lands  in  the  United  States  or  elsewhere,  and  any  interest 
therein,  and  to  explore,  work,  exercise,  develop  and  turn  to  account 
the  same ;  to  quarry,  smelt,  refine,  dress,  amalgamate  and  prepare  for 
market  ore,  metal  and  mineral  substances  of  all  kinds,  and  to  carry 
on  any  other  operations  which  may  seem  conducive  to  any  of  the  com- 
pany's objects;  to  buy,  sell,  manufacture  and  deal  in  minerals,  plant, 
machinery,  implements,  conveniences,  provisions  and  things  capable  of 
being  used  in  connection  with  mining  operations  or  required  by  work- 
men and  others  employed  by  the  company. 

FORM  282. 
Iron  and  Steel. 

To  manufacture,  buy,  sell,  import  and  export  and  deal  in  iron,  steel, 
manganese,  coke,  copper,  coal,  lumber  and  other  materials  and  all  or 
any  articles  consisting,  or  partly  consisting,  of  iron,  steel,  copper,  wood 
or  other  materials,  and  all  or  any  products  thereof. 

To  acquire,  own,  lease,  mortgage,  occupy,  sell,  use  or  develop  any 
lands  containing  coal  or  iron,  manganese,  stone  or  other  ores  or  oil 
and  any  woodlands,  or  other  lands,  for  any  purpose  of  the  company. 

To  mine,  or  otherwise  to  extract  or  remove,  coal,  ores,  stone  or  other 
minerals,  and  take  or  remove  such  minerals  from  any  lands  owned, 
acquired,  leased  or  occupied  by  the  company  or  from  any  other  lands. 

To  buy  and  sell,  import  and  export,  or  otherwise  to  deal  or  to  traffic 
in  iron,  steel,  manganese,  copper,  stone,  ores,  coal,  coke,  wood,  lum- 
ber and  other  materials  and  any  of  the  products  thereof,  and  any 
articles  consisting,  or  partly  consisting  thereof. 


SPECIAL   OBJECT    CLAUSES. 

FORM  283. 
Jewelry. 


225 


To  manufacture,  buy,  sell,  import  and  export,  repair,  deal  in  and 
deal  with  goods,  wares  and  merchandise  of  every  class  and  description, 
and  in  particular  watches  and  parts  thereof,  including  both  move- 
ments and  cases,  canes,  umbrellas,  opera  glasses,  jewelry,  gold  and 
silver  and  glass  and  leather  ware,  and  novelties  of  all  kinds  and  other 
articles  that  may  be  conveniently  dealt  in  in  connection  therewith. 


FORM  284. 
Kaolin. 


To  mine,  dig,  excavate,  refine  and  sell  kaolin  and  other  clay,  sand, 
stone  and  such  minerals  as  may  be  incidently  developed,  and  the  manu- 
facture of  kaolin  and  other  clay  into  brick,  tiling,  piping,  pottery  ware 
and  such  other  ware  and  products  as  may  be  manufactured  from  kaolin 
and  other  clay,  and  the  sale  of  the  same. 

FORM  285. 

Knit  Goods. 

To  manufacture  and  sell  hosiery,  underwear  and  other  goods  for 
human  use  from  wool,  cotton  flax,  hemp  or  any  other  material  that 
can  be  spun  into  a  thread,  and  the  manufacture  and  sale  of  garments, 
or  cloth  of  any  description. 

FORM  286. 
Lamps. 

To  manufacture,  use,  sell  and  deal  in  lamps,  machinery  and  appli- 
ances for  the  production,  use  or  application  of  light  or  heat,  also  to 
manufacture,  use,  sell  and  deal  in  all  articles  and  things  to  which  the 
same  may  be  applied  or  which  may  be  necessary  or  convenient  in  con- 
nection therewith ;  to  own,  hold,  purchase,  acquire,  mortgage,  sell  or 
otherwise  dispose  of  all  such  tools,  machinery,  patterns  and  other  per- 
sonal or  real  property,  and  to  apply  for,  purchase  or  otherwise  acquire, 
and  to  hold,  own,  use,  operate  and  to  sell,  assign  or  otherwise  dispose 
of,  to  grant  licenses  in  respect  of,  or  otherwise  turn  to  account  any 
and  all  such  inventions,  improvements  and  processes  used  in  connec- 
tion with  or  secured  under  letters  patent  of  the  United  States  or  else- 
15— Thomp.  Corp.  VII. 


226 


CORPORATION    FORMS. 


where,  as  may  be  necessary  or  convenient  for  furthering  the  business 
of  the  corporation. 

FORM  287. 
Land  and  Development. 

1.  To  acquire  by  purchase  or  otherwise,  own,  hold,  buy,  sell,  con- 
vey, lease,  mortgage  or  encumber  real  estate  or  other  property,  per- 
sonal or  mixed. 

2.  To  survey,  subdivide,  plat,  improve  and  develop  lands  for  pur- 
poses of  sale  or  otherwise,  and  to  do  and  perform  all  things  needful 
and  lawful  for  the  development  and  improvement  of  the  same  for 
residence,  trade  or  business. 

3.  To  purchase,  construct,  lease,  operate  and  maintain  electric 
lighting  and  power  plants,  buildings,  constructions,  machinery,  appli- 
ances, equipments,  fixtures,  easements  and  appurtenances. 

^  4.    To  purchase,  construct,  lease,  operate  and  maintain  telepbone 
lines  and  lines  for  electric  light  and  power  purposes. 

5.  To  furnish  electricity  for  power  and  lighting  purposes  and  all 
appliances  incident  or  necessary  thereto. 

6.  To  purchase,  construct,  lease,  operate  and  maintain  tramways, 
rights  of  way,  easements  and  appurtenances. 

7.  To  construct,  purchase  or  otherwise  acquire,  maintain,  repair 
and  operate  waterworks  and  to  sell,  lease  or  rent  water  and  water 
rights  and  privileges. 

8.  To  buy,  sell  and  generally  trade  in,  store,  carry  and  transport 
all  kinds  of  goods,  wares,  merchandise,  provisions  and  supplies. 

FORM  288. 
Land  and  Improvement. 

1.  To  buy,  sell,  mortgage,  rent,  improve,  exchange  and  otherwise 
acquire,  dispose  of  and  deal  in  real  property,  improved  and  unim- 
proved ;  the  building,  constructing,  altering  of  houses  or  other  build- 
ings thereon  and  the  management,  development  and  improvement  of 
real  property  generally. 

2.  To  buy,  sell,  acquire,  hold,  own,  mortgage,  pledge,  lease,  assign. 
transfer,  trade  and  deal  in  and  with  goods,  wares  and  merchandise 
and  property  of  every  kind,  nature  and  description  pertaining  to  the 
real  estate  business  which  may  properly  or  conveniently  be  connected 
therewith. 

3.  To  conduct  a  general  real  estate  agency  and  brokerage  business, 
and  to  act  as  agent,  broker  or  attorney  in  fact,  for  any  persons,  firms 


SPECIAL   OBJECT    CLAUSES.  227 

or  corporations  in  buying,  selling  and  dealing  in  real  property  or  its 
accessories. 

4.  To  purchase,  acquire,  hold,  own  and  dispose  of  the  stocks,  and 
other  evidences  of  indebtedness  of  any  corporation,  domestic  or  for- 
eign, and  issue  in  exchange  therefor  its  stocks,  bonds,  or  other  obli- 
gations. 

5.  To  acquire  by  discovery,  location,  lease,  license,  bond,  option, 
purchase,  franchise,  grant,  gift,  devise,  conveyance,  agreement  or 
otherwise  and  to  hold,  possess,  enjoy,  construct,  repair,  develop,  mine, 
work,  operate  and  exploit  lead,  iron,  coal,  placer  or  lode  gold,  silver 
or  other  mines,  tunnels  and  mining,  and  tunneling  property  and  any 
right,  title  or  interest  therein,  as  also  such  lands,  mills,  mill  sites, 
tunnel  sites,  buildings,  construction,  machinery,  plant,  appliances, 
equipment,  fixtures,  dump,  dump  rights,  riparian  rights,  water  and 
ditch  rights,  ditches,  flumes,  pipes  and  pipe  lines,  railways,  tram- 
ways, rights  of  way,  easements,  appurtenances,  real  estate,  patent 
rights,  secret  processes,  franchises,  licenses,  charters  and  other  prop- 
erty or  rights  to  property,  real,  personal  or  mixed,  as  may  be 
deemed  by  directors  for  the  time  being  to  be  necessary  or  appro- 
priate for  proper  working,  development,  exploration  or  enjoyment 
thereof;  the  treatment  or  reduction  of  ores  or  minerals;  the  receiving, 
shipping  or  transportation  of  ores,  minerals  or  supplies,  to  or  from 
any  part  of  the  workings  upon  the  company's  property,  or  the  accom- 
plishment of  any  other  purpose  for  which  this  company  is  formed. 

FOEM  289. 

Laundry. 

A. 
To  launder,  dye,  scour,  cleanse,  bleach,  starch,  press  and  smooth 
all  and  every  kind  or  kinds  of  textile  goods,  materials  and  fabrics,  by 
the  use  of  machinery  and  mechanical  instruments,  implements  and  ap- 
pliances, and  by  the  application  of  skilled  manual  labor  and  operations. 

B. 

1.  To  carry  on  the  business  of  a  steam  and  general  laundry  and  to 
wash,  clean,  purify,  scour,  bleach,  wring,  dry,  iron,  color,  dye,  disin- 
fect, renovate  and  prepare  for  use  all  articles  of  wearing  apparel, 
household,  domestic  and  other  linen,  cotton  and  woolen  goods  and 
clothing  and  fabrics  of  all  kinds. 

To  make  and  enter  into  any  and  all  kinds  of  contracts,  agreements 
and  obligations  by  and  with  any  person  or  persons,  corporation  or 


228  CORPORATION1"    FORMS. 

corporations  for  the  purchasing,  acquiring,  holding,  manufacturing 
and  selling  or  otherwise  disposing  of  either  as  principal  or  agent, 
upon  commission  or  otherwise,  goods  of  all  kinds,  and  any  article  of 
personal  property  whatsoever. 

3.  To  make  and  carry  out  any  contract  and  to  do  any  act  and  exer- 
cise any  power  which  a  copartnership  or  individual  person  could  law- 
fully do  and  exercise  so  far  only  as  may  be  necessary  or  proper  for 
carrying  out  the  purposes  for  which  this  corporation  is  organized ;  and 
generally  with  full  power  to  do  and  perform  any  and  all  acts  con- 
nected therewith  or  arising  therefrom  or  incident  thereto,  and  any  and 
all  acts  proper  or  necessary  for  the  purposes  of  the  business;  but  the 
corporation  shall  not  do  any  act  or  thing  forbidden  by  law  to  a  corpora- 
tion organized  under  the  laws  of  this  state. 


FORM  290. 

Lead  Company. 

To  acquire  by  purchase,  lease  or  otherwise,  and  to  own,  sell,  lease, 
mortgage,  convey,  develop,  improve  and  operate  mines;  to  own,  acquire, 
construct,  enlarge,  improve,  operate  and  carry  on  works  for  smelting, 
parting,  Tefining  or  working  any  base  or  precious  metals,  or  the  prod- 
ucts thereof,  and  factories  for  the  manufacture  of  lead  in  any  and 
all  commercial  and  medical  forms  and  qualities,  and  for  the  manufac- 
ture of  pyroligneous  acid,  acetate  of  lime  and  charcoal  by  the  process 
of  destructive  distillation,  carbon  dioxide,  magnesia  and  the  products 
thereof,  together  with  factories  or  works  for  the  purpose  of  producing, 
refining  or  manufacturing  linseed  and  castor  oils,  and  vegetable, 
mineral  or  other  oils  and  the  products  thereof,  and  compositions,  ar- 
ticles and  apparatus  from  and  in  connection  therewith,  and  to  manu- 
facture the  products  of  said  mines  and  said  substances;  and  generally 
to  carry  on  such  manufacturing  or  other  business  as  may  be  neces- 
sary or  convenient  for  the  business  and  operations  of  the  company,  or 
any  part  thereof ;  to  buy,  sell,  trade  and  deal  in  the  products  of  said 
mines,  factories,  works  and  properties  in  their  crude  form,  or  in  any 
state  or  stage  of  production  or  manufacture,  as  well  as  the  properties 
themselves,  including  gold  and  silver  bullion  and  base  and  precious 
metals,  leads  and  oils  of  every  kind  and  quality,  and  in  any  form  or 
condition,  and  such  other  substances,  products  and  materials  as  are 
commonly  or  conveniently  used,  manufactured,  bought  or  sold  in 
connection  with  said  business  or  businesses,  or  any  part  or  parts 
thereof,  or  as  are  necessary  or  convenient  in  and  about  or  connected 


SPECIAL   OBJECT    CLAUSES,  229 

directly  or  indirectly  with  the  transaction  of  the  business  of  the  said 
company. 

FORM  291. 

Leather. 

To  manufacture,  buy,  sell,  import,  export  and  deal  in  leather,  hides, 
harness,  lumber  and  belting,  including  the  acquisition  and  use  of  all 
lands,  timber,  bark,  mills,  plants,  machinery,  supplies  and  other  ar- 
ticles and  property  necessary  to  of  convenient  in  connection  with  the 
manufacturing  and  sale  of  leather,  lumber  and  belting  as  aforesaid ; 
and  in  general  the  engagement  in  any  and  all  lawful  business  what- 
ever which  may  be  found  convenient  or  necessary  in  connection  with 
the  business  of  manufacturing,  buying,  selling,  importing,  exporting 
and  dealing  in  and  with  leather,  hides,  lumber  and  belting  as  aforesaid. 

FORM  292. 

Lighting  and  Heating. 

To  manufacture,  sell  and  lease  to  other  corporations  and  to  public 
and  private  consumers  gas  and  oil  machines,  appliances  and  devices 
of  all  kinds  for  the  production,  supply  and  use  of  light,  heat  and 
power,  and  all  goods,  wares,  merchandise,  property  and  substances 
now  used  in  the  production  thereof,  or  incidental  thereto,  or  that  here- 
after may  be  invented,  discovered  or  become  known  therein,  and  to 
manufacture,  contract  for  and  furnish  light,  heat  and  power  to  other 
persons,  firms  and  corporations,  public  or  private. 

FORM  293. 
Liquors. 

To  manufacture,  buy,  sell,  import  and  export,  and  deal  in  spirits 
and  liquors  and  liquids  of  all  kinds  and  sorts  and  to  buy,  sell  and  deal 
in  any  and  all  material  from  which  spirits,  liquor  or  liquids  of  any 
kind  may  be  made ;  and  all  material  necessary  and  incidental  to  the 
business  of  distillation  and  in  general  to  carry  on  the  business  of  dis- 
tillers in  all  its  branches  and  any  business  incidental  thereto. 

To  purchase,  sell  and  manufacture,  refine  and  deal  in  molasses  and 
sugars  of  all  kinds  and  all  products  of  the  sugar  cane  and  similar 
articles. 


230  CORPORATION   FORMS. 

FORM  294. 

Lithographing. 

To  engrave  on  steel,  copper,  stone,  brass,  zinc,  wood  and  other  ma- 
terials; lithographing,  electrotyping,  photo-engraving  and  making 
process  plates,  printing  in  all  its  branches,  book  binding  and  manu- 
facturing envelopes,  books  and  stationery. 

FORM  295. 

Local  Express. 

To  gather,  receive,  distribute  and  deliver  goods,  merchandise,  par- 
cels, packages,  baggage  and  express  matter,  and  do  a  general  cartage 
and  delivery  business  in  the  city  of  and  elsewhere;  to  con- 
tract with  express  or  railroad  or  other  companies  or  corporations  for 
the  collection,  transportation  or  distribution  of  goods,  merchandise. 

parcels,  packages,  baggage  and  express  matter  in  said  city  of  

and  elsewhere,  and  to  perform  such  contracts. . 

FORM  296. 

Lumber. 

To  obtain  possession  of  lands  by  lease  or  by  any  other  method,  but 
not  to  acquire  the  fee  and  to  contract  with  the  owner  or  owners  thereof 
in  such  leases  or  other  stipulations  for  the  right  and  license  to  cut 
from  said  lands  and  carry  therefrom  and  own  and  sell  wood  and  tim- 
ber of  every  kind  and  description;  and  to  establish  and  operate  all 
necessary  plants  for  the  promotion  of  such  cutting,  transportation, 
ownership  and  sale. 

FORM  297. 

Lumber  and  Nursery. 

To  purchase,  lease  or  otherwise  acquire  real  or  personal  property  of 
every  class  and  description ;  to  raise,  produce,  buy,  sell,  exchange  and 
deal  in  trees,  plants,  shrubs,  cereals  and  any  and  all  kinds  of  vegetable 
products. 

To  do  a  general  nursery  business. 

To  grow  and  produce  trees  and  timber  suitable  for  manufacture  into 
lumber. 

To  manufacture  lumber,  shingles,  laths,  staves,  boxes  and  barrels. 


SPECIAL   OBJECT    CLAUSES. 


231 


To  buy,  lease  or  otherwise  acquire,  maintain  and  operate  saw  mills 
and  lumber  yards. 

FORM  298. 

Lumber,  Iron,  Steel. 

1.  To  manufacture,  buy,  sell,  import  and  export,  and  deal  in,  tim- 
ber and  lumber  and  to  acquire,  hold,  improve,  lease,  sell,  mortgage  and 
otherwise  use  lands  and  the  products  thereof ;  to  build,  construct,  main- 
tain and  operate  plants  and  works  for  the  development  of  such  lands, 
and  for  the  handling,  preparing  and  rendering  commercially  available 
the  various  products  thereof,  and  do  all  other  things  incidental  to  such 
business. 

2.  To  manufacture,  buy,  sell,  import  and  export,  and  deal  in,  lum- 
ber, iron,  steel,  manganese,  coke,  coal,  copper  and  other  materials ;  and 
all  or  any  articles  consisting  of  wood,  iron,  steel,  coal,  copper  or  other 
material,  and  all  or  any  products  thereof. 

3.  To  buy,  own,  lease,  mortgage,  sell,  use  or  develop  any  lands  con- 
taining coal  or  iron,  manganese,  stone  or  other  minerals  or  oil  and  any 
woodlands  or  other  lands  for  any  purpose  of  the  company. 

4.  To  mine  or  otherwise  to  extract  or  remove  coal,  ores,  stone  and 
other  minerals  and  timber  from  any  lands  owned,  acquired,  leased  or 
occupied  by  the  company  or  from  any  other  lands. 

5.  To  manufacture,  buy,  or  sell,  import,  export  or  otherwise  to  deal 
or  to  traffic  in  wood,  lumber,  iron,  steel,  manganese,  copper,  stone,  ores, 
coal,  coke,  and  other  materials  and  any  of  the  products  thereof,  and 
any  articles  consisting  thereof. 

6.  To  acquire  by  purchase  or  otherwise,  own,  buy,  sell  and  deal  in 
standing  timber  and  timber  lands,  and  to  buy,  cut,  haul,  drive  and 
sell  timber  and  logs  and  to  saw  and  otherwise  work  the  same,  and  to 
buy,  manufacture,  and  sell  lumber,  bark,  wood,  pulp  and  all  products 
made  therefrom. 

FORM  299. 

Machinery. 

1.  To  buy  and  sell  all  kinds  of  merchandise,  material  and  machinery, 
and  to  carry  on  a  general  merchandise  business  of  buying  and  selling; 
to  act  as  manufacturers'  and  others'  agents  in  the  buying  and  selling 
of  all  kinds  of  articles,  both  manufactured  and  unmanufactured  and 
in  process  of  manufacture;  to  import  and  export  all  kinds  of  goods  and 
materials  to  foreign  countries,  as  well  as  to  sell  all  kinds  of  goods  in  the 
United  States;  to  manufacture  all  kinds  of  machinery,  merchandise 


232  CORPORATION    FORMS. 

and  materials ;  to  take  contracts  for  the  erection  and  repair  of  build- 
ings ;  to  do  all  kinds  of  work  and  supply  all  kinds  of  material  in  the 
building  or  repair  of  all  kinds  of  buildings.  To  buy  and  sell  on  com- 
mission all  classes  and  kinds  of  goods,  wares  and  merchandise  and  to 
own  and  hold  the  stock  of  other  business  corporations  and  to  finance 
other  business  enterprises. 

2.  To  manufacture,  buy,  sell,  import  and  export  and  deal  and  trade 
in  manufacturers'  and  mill  supplies,  engines,  boilers,  machinery,  tools, 
machine  shops  and  electrical  supplies  and  appliances,  foundry  and  fac- 
tory supplies  and  hardware  of  all  kinds. 

FORM  300. 
Machinery  and  Engineering. 

1.  To  engage  in  and  carry  on  the  business  of  machinists,  mechan- 
ical, electrical,  civil  engineers,  tool  makers,  brass  founders,  boiler 
makers,  iron  and  steel  converters,  smiths,  metallurgists,  ship  building 
and  repairing  generally. 

2.  To  manufacture,  purchase  or  otherwise  acquire,  hold,  own,  mort- 
gage, sell,  erect,  build,  furnish,  equip,  construct,  repair,  trade,  deal  in 
and  with  any  and  all  kinds  of  machinery,  engines,  boilers,  tanks,  dyna- 
mos, generators,  pumps,  rolling  stock,  hardware  and  any  and  all  kinds 
of  implements  or  articles  of  manufacture  and  any  and  all  kinds  of  me- 
chanical apparatus,  machines,  tools  and  utensils  and  all  kinds  of  plumb- 
ing and  sanitary  fixtures  and  supplies,  including  pipe,  sheet  lead  and 
solder  and  plumbers'  wares  in  iron,  lead,  brass,  wood,  metal,  earthen- 
ware or  other  material  and  to  make  castings  and  forgings  of  all  kinds. 

3.  To  purchase  or  otherwise  acquire,  own,  control  and  maintain, 
build  and  repair  dry  docks;  and  to  dry  dock  and  store  boats  and  vessels 
and  every  other  kind  of  water  craft ;  and  to  collect  and  receive  dockage, 
wharfage  and  storage  dues  and  other  compensation. 

4.  To  engage  in  the  business  of  dredging,  generally,  and  for  that 
purpose  to  construct,  purchase  or  otherwise  acquire,  hold,  own,  erect, 
build,  furnish,  equip  and  construct,  repair  and  rent  and  deal  in 
dredges  and  all  and  every  kind  of  thing  or  things  properly  pertaining 
and  belonging  to  or  necessary  or  incidental  to  said  business. 

5.  To  build,  construct,  enlarge,  extend,  repair,  complete,  operate, 
buy,  sell,  hire  and  deal  in  and  with,  own,  lease,  pledge  and  otherwise 
dispose  of  boats  and  vessels  and  all  water  craft  of  every  kind  and  na- 
ture whatsoever,  together  with  all  materials,  articles,  engines,  boilers, 
dynamos,  pumps,  tools,  machinery  and  appliances  entering  into  or 


SPECIAL   OBJECT    CLAUSES.  233 

suitable,  necessary  and  convenient  for  the  construction  or  equipment 
thereof. 

6.  To  purchase  or  otherwise  acquire,  own,  control,  maintain,  build, 
repair,  and  design  houses,  structures,  wharves,  piers,  docks,  pontoons, 
bulkheads,  basing,  marine  railways,  engines,  cars  and  all  other  equip- 
ments. 

7.  To  deal  in,  use,  sell  or  otherwise  dispose  of  materials  and  prod- 
ucts useful  in  the  manufacture,  repair  or  use  of  any  of  the  foregoing. 

8.  To  acquire  good  will,  rights,  property,  assets  of  all  kinds,  and 
also  to  dispose  of  the  same  and  to  pay  for  the  same  in  cash,  stocks, 
bonds,  debentures,  and  other  securities  of  this  corporation  or  otherwise. 

9.  To  purchase,  acquire,  and  hold  property,  rights,  privileges  and 
franchises  necessary  or  incidental  to  the  convenient  transacting  of  said 
business. 

10.  To  make,  execute  and  take  or  receive  any  contracts  or  assign- 
ments of  contracts  therefor  or  relating  thereto  or  connected  therewith, 
and  to  receive  in  payment  therefor  cash  or  stock,  bonds  or  other  securi- 
ties of  any  corporation  with  which  such  contracts  may  be  made  and  any 
and  all  otber  property  of  any  sort  whatsoever,  and  to  hold  or  sell  the 
same  and  to  subscribe  to  the  capital  stock  or  bonds  of  such  corporation. 

11.  To  borrow  money  and  to  make  and  issue  promissory  notes,  bills 
of  exchange,  bonds,  debentures  and  other  evidences  of  indebtedness  of 
all  kinds,  whether  secured  by  mortgage,  pledge  or  otherwise,  and  to  se- 
cure the  same  by  mortgage,  pledge  or  otherwise. 

12.  To,  in  connection  with  its  business,  purchase  or  acquire  and  to 
own,  use,  sell  and  assign  patents,  patent  rights,  inventions  and 
processes  connected  with  the  lawful  business  of  the  corporation  or  re- 
sulting therefrom. 

13.  To  purchase,  acquire,  hold,  sell  and  convey  in  the  state  of 

and  elsewhere,  such  real  and  personal  estate  and  property  as 

may  be  necessary  or  proper  for  the  business  or  purposes  of  the  corpora- 
tion and  generally  to  do  any  and  all  things  which  may  be  necessary  or 
proper  in  connection  with  the  said  business. 

FORM  301. 

Machinery  and  Tools. 

To  carry  on  the  business  of  mechanical  and  electrical  engineers,  tool 
makers,  machinists,  founders,  metal  workers,  smiths,  builders,  fitters, 
cutlers,  carriers  and  merchants  and  any  other  business  or  businesses  in 
connection  therewith  which  may  seem  calculated,  directly  or  indirectly, 


334  CORPORATION'    FORMS. 

to  be  profitable  to  the  company  or  conductive  to  or  connected  with  any 
of  the  company's  objects. 

To  manufacture,  buy,  sell,  import  and  export,  repair,  alter,  let  or 
hire. and  deal  in  apparatus,  machinery,  hardware  and  articles  of  all 
kinds  capable  of  being  used  for  the  purpose  of  any  business  herein 
mentioned  or  in  connection  therewith. 

FORM  302. 

Malt. 

Manufacturing,  selling  and  dealing  in  malt  and  its  by-products  or 
products  incidental  thereto,  and  all  other  products  in  the  manufacture 
of  which  malt  is  or  may  be  used,  and  the  business  incidental  thereto. 

FORM  303. 

Manganese. 

To  carry  on  the  business  of  mining,  milling,  concentrating,  convert- 
ing, smelting,  treating,  preparing  for  market,  manufacturing,  buying, 
selling,  exchanging  and  otherwise  dealing  in  manganese,  copper,  lead, 
zinc,  brass,  iron,  steel,  and  in  all  kinds  of  ores,  metals  and  minerals, 
and  in  the  products  and  by-products  thereof  of  every  kind  and  descrip- 
tion; and  by  whatsoever  process  the  same  can  be  or  may  hereafter  be 
produced,  and  generally  and  without  limit  as  to  amount,  to  buy,  sell, 
exchange,  lease,  acquire  and  deal  in  lands,  mines  and  mineral  rights 
and  claims,  and  in  the  above  specified  products,  and  to  conduct  all  busi- 
ness appurtenant  thereto. 

FORM  304. 

Manufacturing. 

1.  To  purchase,  lease  or  otherwise  acquire  lands  and  buildings  in 
this  state  or  elsewhere  for  the  erection  and  establishment  of  a  manu- 
factory or  manufactories  and  workshops  with  suitable  plant,  engines 
and  machinery  with  a  view  to  manufacture,  buy,  sell,  import  and  ex- 
port, or  otherwise  deal  in,  either  directly  or  indirectly,  through  the 
medium  of  agents  or  otherwise;  in  particular  to  acquire  the  business 

now  carried  on  by ,  with  the  land  and  buildings,  plant,  stock, 

and  other  properties  connected  with  the  business,  to  purchase  or  other- 
wise acquire  patents,  patent  rights  and  privileges,  improvements  or 
secret  processes  for  or  in  any  way  relating  to  all  or  any  of  the  objects 


SPECIAL    OBJECT    CLAUSES.  235 

aforesaid,  and  to  grant  licenses  for  the  use  of,  or  to  sell  or  otherwise 
deal  with  any  patents,  patent  rights  and  privileges,  improvements  or 
secret  processes  acquired  by  the  company ;  to  sell,  mortgage,  lease,  or 
otherwise  deal  with  real  and  personal  property  of  the  company. 

•?.  To  purchase,  lease  or  otherwise  acquire  lands  and  buildings  for 
the  erection  and  establishment  of  manufactories  and  workshops  with 
suitable  plants,  engines  and  machinery.  To  manufacture,  buy,  sell, 
import,  export  and  generally  deal  in  machinery  of  all  classes  and  de- 
scriptions. 

FORM  305. 

Market. 

Maintaining  a  market  for  the  purchase,  sale  and  delivery  of  meats, 
poultry,  game,  vegetables,  groceries  and  all  kinds  of  food  supplies  and 
the  acquisition  of  all  tools,  implements,  and  paraphernalia  and  real 
estate  necessary  for  said  purposes. 

FORM  306. 

Matches. 

To  manufacture,  produce,  purchase,  sell  and  deal  in  and  with 
matches,  and  other  means  and  conveniences  for  producing,  retaining, 
conveying  and  communicating  fire,  and  the  by-products  of  such  busi- 
ness, and  all  materials  that  now  are  or  hereafter  may  be  used  in  or  in 
connection  with  such  business,  including  the  purchase,  lease  or  other 
acquisition  and  development  of  woodlands,  and  the  manufacture,  sale 
and  disposition  of  any  surplus  product  thereof,  and  the  manufacture, 
production,  purchase,  sale  of  and  dealing  in,  and  with  boxes  and  recep- 
tacles for  holding,  packing,  shipping  and  using  the  products  of  the 
business  above  indicated. 

FORM  307. 
Meats  and  Cattle. 

1.  To  carry  on  the  business  of  dealers  in  meat,  live  cattle  and  sheep, 
and  also  that  of  dealers  in  cattle  and  sheep  generally,  and  in  all 
branches  of  such  respective  trades  or  businesses. 

2.  To  buy  and  sell  at  wholesale  or  retail  in  the  United  States  or 
elsewhere,  all  kinds  of  meat,  and  generally  to  carry  on  the  trade  or 
business  of  a  meat  dealer  in  all  its  branches. 

3.  To  acquire  by  purchase  or  otherwise,  cattle-ranches  and  sheep 


236  CORPORATION    FORMS. 

farms,  and  to  carry  on  the  trades  or  businesses  of  cattle  raisers  and 
sheep  farmers,  tanning  and  warehousing  generally,  preserved  meat 
manufacturers,  dealers  in  hides,  fat,  tallow,  grease  and  other  animal 
products. 

4.  To  erect  and  build  abattoirs,  cold  storage  warehouses,  sheds  and 
other  buildings  necessary  or  expedient  for  the  purpose  of  the  company. 

5.  To  purchase,  charter,  hire,  build  or  otherwise  acquire,  steam  and 
other  ships  or  vessels,  and  to  employ  the  same  in  the  conveyance  of  pas- 
sengers, mails  and  merchandise  of  all  kinds,  and  to  carry  on  the  busi- 
ness of  ship  owners,  barge  owners,  and  lightermen  in  all  its  branches. 

FORM  308. 
Medical  Institute. 

To  build,  equip,  maintain  and  operate  institutions  for  the  treatment 
and  care  of  the  sick,  young  and  infirm. 

To  furnish  massage  and  electrical  treatment  of  all  kinds;  to  furnish 
baths  of  all  kinds  and  descriptions;  to  operate  dispensaries,  chemical 
and  physical  laboratories;  to  furnish  instructions  in  osteopathy,  mas- 
sage, medical  electricity,  chiropody,  and  dermatology  and  manicuring. 

FORM  309. 

Mercantile  Agency. 

To  establish,  maintain  and  conduct  a  general  mercantile  agency; 
to  carry  on  every  branch  of  business  usually  transacted  in  connection 
therewith,  including  the  obtaining  and  acquiring  by  purchase  or  in 
any  other  lawful  manner  information,  statistics,  facts  and  circum- 
stances of,  relating  to,  or  affecting  the  business,  capital,  debt,  solvency, 
credit,  responsibilit}r  and  commercial  condition  and  standing  of  any 
and  all  individuals,  firms,  associations  and  corporations,  engaged  in  or 
connected  with  any  business,  occupation,  industry  or  employment  in 
any  part  of  the  civilized  world,  and  particularly  in  and  throughout  the 
United  States  and  Canada,  and  to  dispose  of,  sell,  loan,  pledge,  hire,  and 
use  in  any  and  all  lawful  ways  the  information,  statistics,  facts  and 
circumstances  so  obtained  and  acquired;  also  to  establish,  maintain 
and  conduct  a  general  collection  business  for  the  recovery,  enforcement 
and  collection  of  accounts,  bills,  debts,  dues,  demands  and  obligations 
and  claims  of  all  kinds ;  also  to  establish  and  conduct  a  general  busi- 
ness of  making  and  issuing  contracts  to  secure  the  faithful  perform- 
ance of  any  mercantile  or  commercial  contract  or  agreement,  and  for 


SPECIAL   OBJECT    CLAUSES.  237 

the  prompt  payment  of  any  debt  or  obligation  due  under  or  rising  from 
or  out  of  any  mercantile  or  commercial  transaction ;  also  to  acquire  by 
purchase  or  otherwise,  and  to  establish,  maintain  and  conduct  a  o-en- 
eral  printing,  publishing,  bookbinding  and  advertising  business,  and 
to  prepare  and  distribute  newspapers,  books,  pamphlets,  directories, 
catalogues,  reports,  ratings,  digests,  lists  and  other  printed  matter  of 
interest  or  use  to  merchants,  traders,  bankers  and  lawyers. 


FORM  310. 

Merchandise  Brokerage. 

To  purchase,  acquire  and  hold,  exchange,  deal  in  and  in  any  manner 
dispose  of  or  sell  on  commission  or  otherwise,  hay,  grain,  feed,  canned 
and  bread  stuffs,  and  all  other  goods,  wares,  merchandise  and  commodi- 
ties of  a  similar  kind  :  of  acting  as  agent,  broker  or  factor  in  said  trans- 
actions for  any  reason  or  persons  firms  or  corporations,  and  in  general 
the  carrying  on  and  conducting  of  a  merchandise  brokerage  business. 

FORM  311. 

Messenger  Service. 

To  keep  and  maintain  a  messenger  service  establishment  and  bureau 
and  the  employment  of  men,  youths  and  boys  for  the  purpose  of  carry- 
ing messages,  telegrams,  communications,  and  carrying  packages  for 
hire  and  to  establish  a  general  business  of  delivering  messages,  tele- 
grams, letters,  communications,  packages  and  all  matters  of  informa- 
tion, as  well  as  light  merchandise  for  hire. 

FORM  312. 

Metals. 

Manufacturing  sheet  copper  and  tin,  sheet  iron  and  steel  into  various 
shapes  and  doing  a  general  merchandise  business  in  sheet  metals. 

FORM  313. 

Metal  Polish. 

To  engage  in  the  manufacture  and  sale  of  metal  polishes  of  all  de- 
scriptions, chemicals,  specialties  and  druggists'  supplies  and  the  acqui- 


238  CORPORATION"    FORMS. 

sition  of  minerals  and  the  treatment  thereof  and  all  other  goods,  ware? 
and  merchandise  to  the  said  business  of  manufacturing  metal  polishes 
appertaining. 

FORM  314. 
Mexican  Investments. 

1.  To  examine  and  determine  the  legality  and  validity  of  titles  and 
value  of  any  property  or  properties,  or  enterprise  to  be  operated  or  ne- 
gotiated in  the  Republic  of  Mexico. 

2.  To  furnish  evidence  and,  information  as  to  the  Mexican  and 
American  laws  bearing  upon  the  stability  and  legality  of  property  in- 
terests, and  enterprises  located  in  the  Republic  of  Mexico. 

3.  To  perform  all  necessary  acts  in  the  incorporation  of  any  corpo- 
ration or  corporations  to  be  formed,  or  intended  to  be  formed,  for  the 
conduct  of  any  business  or  enterprise  in  the  Republic  of  Mexico  or  else- 
where. 

4.  To  render  all  legal  aid  to  those  investing  or  contemplating  in- 
vesting in  property  interests  or  enterprise  in  the  Republic  of  Mexico  or 
elsewhere. 

5.  To  mine  and  prepare  for  market,  iron,  copper,  silver,  gold,  lead, 
zinc,  coal  and  all  other  mineral  and  clay  substances. 

6.  To  manufacture,  buy  and  sell  sugar,  iron,  steel,  fire  brick,  lum- 
ber and  all  other  products  and  by-products  made  from  any  and  all 
metals,  metallic  compounds  and  clays. 

7.  To  acquire  by  purchase,  lease  or  otherwise,  timber  lands,  mineral 
lands,  agricultural  lands  and  mines  of  all  kinds  of  minerals,  clays  and 
mineral  substances. 

8.  To  acquire  construct,  operate  and  maintain  watercourses,  hy- 
draulic works,  mills,  manufactories,  furnaces,  evaporators  or  any 
device  for  light,  power  and  heat,  to  be  operated  by  either  electricity, 
compressed  air,  water,  steam  or  air,  and  to  construct  dwellings,  and  all 
other  works  and  appurtenances  suitable  or  necessary  for  mining  or 
manufacturing. 

9.  To  manufacture  and  deal  in  goods,  wares,  merchandise  and  per- 
sonal property  of  every  description  and  nature. 

10.  To  establish  a  permanent  exhibition  of  Mexican  and  American 
products  and  in  connection  therewith,  a  commission  business  for  the 
sale  and  exchange  thereof. 


SPECIAL   OBJECT    CLAUSES.  239 

FOKM  315. 
Mica. 

To  purchase,  lease  or  otherwise  acquire  lands  suitable  for  mining 
purposes,  and  to  equip,  work,  excavate,  develop  and  mine  the  same ;  to 
mine,  quarry,  smelt,  refine,  dress,  amalgamate  and  prepare  for  market, 
nickel  and  talc  ores. 

To  manufacture,  buy,  sell,  import,  export,  and  generally  deal  in 
plants,  machinery,  implements  and  conveniences  required  in  connection 
with  the  mining,  quarrying,  smelting,  refining,  dressing  and  amalga- 
mating mica,  nickel  and  talc  ores. 

FORM  316. 

Milk  and  Dairy  Products. 

To  buy  and  sell,  in  the  home  or  in  foreign  markets,  and  to  manufac- 
ture in  all  forms,  whether  in  the  shape  of  oleomargarine,  butterine  or 
otherwise,  milk,  beef  and  all  other  articles  and  substances  required  in 
the  making  of  dairy  products;  to  purchase,  build  and  operate  buildings 
and  plants  for  the  making  of  ice  and  for  refrigerating  uses,  and  to 
purchase,  sell,  construct  and  operate  all  refrigerating  cars  that  may  be 
required  for  any  of  the  purposes  above  enumerated. 

FORM  317. 

Mineral  Oil. 

To  buy,  sell  or  lease,  in  the  United  States  or  in  any  other  part  of  the 
world,  real  estate,  concessions,  rights  and  privileges  in  and  to  real  es- 
tate for  the  purpose  of  prospecting  for,  obtaining,  handling,  storing, 
transporting,  selling  and  disposing  of  mineral  oil  of  all  kinds  and  vari- 
eties, including  petroleum;  to  buy  and  sell  crude  or  refined  mineral 
oils,  and  to  manufacture  and  refine  mineral  oils  or  otherwise  treat  the 
same  for  the  supply  of  the  general  market ;  to  construct  and  operate 
pipe  lines ;  to  buy  and  use  patents  pertaining  to  its  business,  whether 
granted  by  this  or  by  any  other  country;  also  licenses  under  any  patents 
wherever  obtained;  to  acquire  by  exchange,  purchase  or  barter,  and  dis- 
pose of  by  sale  or  in  any  other  way,  the  shares,  bonds  or  any  other  se- 
curities issued  by  any  corporation  or  company  engaged  in  any  or  all  of 
the  businesses  hereinbefore  named ;  to  acquire  and  operate  transporta- 
tion lines  by  water  and  also  by  land,  so  far  as  permitted  and  authorized 
by  the  laws  of  the  local  jurisdictions ;  to  construct,  equip,  buy,  sell  and 


240  CORPORATION    FORMS. 

lease  all  works,  conveniences  and  appliance?  that  may  be  either  useful 
or  necessary  in  the  carrying  on  of  any  of  the  businesses  already  named, 
and  generally  to  enter  into  all  contracts  and  do  all  acts  in  any  way  de- 
signed to  carry  out  any  or  all  of  the  above  objects  and  purposes. 

FORM  318. 

Mining  (1). 

To  search  for,  prospect  and  explore  for  ores  and  minerals,  and  to  lo- 
cate mining  claims,  grounds,  or  lodes  in  the  United  States  of  America 
or  the  territories  thereof,  or  in  foreign  countries,  and  record  the  same 
pursuant  to  the  mining  laws  of  the  said  Tinted  States  or  other  coun- 
tries; ami  to  acquire  mining  and  mineral  rights  or  interest  therein 
when  desirable:  to  mine,  quarry,  work,  and  develop  mining  grounds, 
claims,  or  lodes,  mining  and  mineral  rights:  to  crush,  concentrate, 
smelt,  refine,  dress,  amalgamate  and  prepare  for  market  ores,  metals 
and  mineral  substances  of  all  kinds,  and  to  do  all  other  acts  and  things 
necessary  or  conducive  to  the  company's  objects,  including  the  erec- 
tion of  buildings  or  works,  and  the  installing  of  machinery  and  appli- 
ances of  every  description  whenever  required  ;  to  mortgage  any  mining 
grounds,  claims  or  lodes,  mining  and  mineral  rights,  or  other  property 
belonging  to  said  company,  and  to  issue  bonds  of  the  company  when- 
ever it  may  be  determined  so  to  do. 

To  purchase,  acquire  by  lease,  license,  or  otherwise,  mining  grounds, 
claims  or  lodes,  mining  and  mineral  rights,  concessions  or  grants,  or 
any  interest  therein,  and  to  obtain  patents  therefor  when  desirable. 

To  buy,  sell  and  deal  in  ores  and  minerals,  plants,  machinery,  tools, 
implements,  groceries,  provisions,  clothing,  boots  and  shoes,  furnishing 
articles,  hardware,  wooden  and  metallic  ware,  with  all  other  articles 
and  things  in  any  wise  required  or  capable  of  being  used  in  connection 
with  mining  operations,  and  to  make  and  manufacture  such  articles 
when  required. 

To  construct,  carry  out,  maintain,  improve,  equip,  manage,  control 
■  or  superintend  any  roads,  ways,  private  railways,  private  tramways, 
bridges,  reservoirs,  watercourses,  aqueckicts,  wharves,  piers,  docks, 
bulk  heads,  furnaces,  mills,  crushing,  concentrating  and  smelting 
works,  hydraulic  works,  factories,  dwelling  houses,  and  warehouse- : 
to  purchase  vessels  or  other  means  of  transportation  except  railroads 
other  than  private  railroads,  and  equip  and  operate  the  same  as  re- 
quired for  the  uses  and  purposes  of  the  company,  and  also  to  do  any 
other  acts  and  things  relating  to  mining. 


SPECIAL   OBJECT    CLAUSES.  841 

FOEM  319. 
Mining  (2). 

1.  To  acquire,  own,  work,  lease,  mortgage,  sell  and  dispose  of  any 
mines,  mining  rights  and  metalliferous  land,  and  any  interest  therein, 
and  to  explore,  work,  exercise,  develop  and  turn  to  account  the  same. 

2.  To  crush,  win,  get,  quarry,  smelt,  calcine,  refine,  dress,  amalga- 
mate, manipulate  and  prepare  for  market,  ore,  metal  and  mineral  sub- 
stances of  all  kinds  and  to  carry  on  any  other  metallurgical  operations 
which  may  seem  conducive  to  any  of  the  company's  objects. 

3.  To  buy,  sell,  manufacture  and  deal  in  minerals,  plants,  machin- 
ery, implements,  conveniences,  provisions  and  things  capable  of  being 
used  in  connection  with  metallurgical  operations,  or  required  by  work- 
men and  others  employed  by  the  company. 

4.  To  construct,  carry  out,  maintain,  improve,  manage,  work,  con- 
trol and  superintend  any  roads,  ways,  tramways,  railways,  bridges,  res- 
ervoirs, watercourses,  aqueducts,  wharves,  furnaces,  sawmills,  crush- 
ing works,  hydraulic  works,  electrical  works,  factories,  warehouses, 
ships  and  other  works  and  conveniences  which  may  be  necessary,  di- 
rectly or  indirectly,  in  connection  with  any  of  the  objects  of  the  com- 
pany and  to  contribute  thereto,  subsidize  or  otherwise  aid  or  take  part 
in  any  such  operations. 

FOEM  320. 

Mining  (3). 

To  mine,  mill,  stamp,  reduce,  smelt,  purchase  and  sell  ores  and  min- 
erals and  other  products  and  to  construct  such  buildings  and  works  as 
may  be  deemed  proper  therefor  or  for  any  of  the  purposes  hereinafter 
mentioned ;  to  locate,  purchase,  hire,  contract  for  or  otherwise  acquire, 
hold,  use,  sell,  lease  or  otherwise  dispose  of  any  mines,  minerals,  lands, 
mining  property,  mill  sites,  tunnel  sites  or  interests  in  the  same,  and 
such  other  property  as  may  be  advantageous  for  the  development  of  the 
same ;  to  issue  stock  to  the  amount  of  the  value  thereof  in  payment 
therefor;  to  manufacture,  purchase,  acquire,  erect,  hold,  use,  sell  and 
dispose  of  any  mining  or  milling  or  smelting  machinery  and  tools  and 
materials  suitable  for  or  applicable  to  any  such  purposes,  and  to  do  and 
perform  any  and  every  act,  work  and  labor  necessary  or  advisable  for 
the  due  economical  and  skillful  working  of  such  mine  or  mines  and  for 
the  milling,  smelting,  reduction,  extraction,  transportation  and  sale  of 
such  ores  or  minerals. 

16— Thomp.  Corp.  VII. 


242  CORPORATION    FORMS. 

FORM  321. 

Mining  (4). 

To  carry  on  the  business  of  mining  silver  or  other  ores,  and  reducing 
the  same  and  extracting  silver  and  other  minerals  therefrom,  and  sell- 
ing the  same  and  transacting  all  other  business  connected  with  such 
mining  and  incidental  thereto. 

FORM  322. 

Mining  (5). 

To  carry  on  the  business  of  mining,  milling,  concentrating,  convert- 
ing, smelting,  treating,  preparing  for  market,  manufacturing,  buying, 
selling,  exchanging  and  otherwise  producing  and  dealing  in  gold,  sil- 
ver, copper,  lead,  zinc,  brass,  iron,  steel  and  in  all  kinds  of  ores,  met- 
als and  minerals,  and  in  the  products  and  by-products  thereof  of  every 
kind  and  description,  and  by  whatsoever  process  the  same  can  be  or 
may  hereafter  be  produced,  and  generally  and  without  limit  as  to 
amount;  to  buy,  sell,  exchange,  lease,  acquire  and  deal  in  lands,  mines 
and  minerals,  rights  and  claims,  and  in  the  above  specified  products, 
and  to  conduct  all  business  appurtenant  thereto. 

FORM  323. 

Mining  (6). 

The  acquiring  of  mining  lodes  or  claims  and  mining  properties  and 
the  mining  of  copper,  silver  and  such  other  ores  as  may  be  found  in  con- 
nection therewith,  and  the  reduction  and  extraction  of  the  valuable 
matter  therefrom  and  the  doing  of  all  things  and  the  exercising  of  all 
powers  necessary  and  proper  for  the  carrying  on  of  such  operations,  or 
any  of  them,  at  or  near in  the  county  of and  state 

FORM  324. 

Mortgages. 

1.  To  purchase  or  otherwise  own  and  deal  in  stocks,  bonds,  mort- 
gages, debentures,  securities  and  obligations  of  every  nature,  and  to 
acquire,  own,  hold,  lease,  manage,  dispose  of  and  deal  in  real  and  per- 
sonal property  of  every  kind  and  nature,  both  within  and  without  the 
state  of ;  to  receive,  collect  and  dispose  of  interest,  dividends 


SPECIAL   OBJECT    CLAUSES.  243 

and  income  upon,  of  and  from  any  of  the  stocks,  bonds,  mortgages, 
debentures,  securities,  obligations  and  other  property  held  or  owned  by 
it,  and  to  exercise  in  respect  to  all  such  stocks,  bonds,  mortgages,  deben- 
tures, securities  and  obligations  and  other  property,  any  and  all  rights, 
powers  and  privileges  of  individual  owners  thereof;  to  do  any  and  all 
acts  and  things  tending  to  increase  the  value  of  the  property  at  any 
time  held  by  the  corporation ;  to  furnish  capital,  material,  etc.,  in  the 
organization  and  development  of  corporations  and  business  enterprises ; 
to  borrow  for  use  in  its  corporate  business,  and  to  secure  the  same  by 
obligations,  pledges,  mortgages  or  otherwise;  to  issue  bonds  and  deben- 
tures, and  to  secure  the  same  by  pledges  or  deeds  of  trust  or  mortgages 
of  or  upon  the  whole  or  any  part  of  the  property  held  by  the  corpora- 
tion, and  to  sell  or  pledge  such  bonds  and  debentures  for  corporate  pur- 
poses as  and  when  the  board  of  directors  shall  determine. 

2.  To  build  upon  or  otherwise  improve  and  develop  real  estate 
owned  or  held  by  the  corporation,  and  to  examine  and  guarantee  the 
title  to  lands. 

3.  To  act  as  agent  for  leasing,  managing,  mortgaging,  buying,  sell- 
ing, and  improving  real  estate ;  and  to  act  as  agent  in  buying  and  sell- 
ing stocks,  bonds,  mortgages,  debentures,  securities  and  obligations  of 
every  nature,  and  to  collect  interest  or  dividends  thereon ;  to  act  as 
agent  in  the  management  and  investment  of  estates  or  funds  of  any  na- 
ture, with  full  powers  of  agency  in  the  premises,  and  to  act  under  ap- 
pointment made  by  power  of  attorney  or  otherwise  in  any  matter,  trans- 
action or  thing  whatsoever;  to  guarantee  the  payment  of  principal  and 
interest  of  mortgages  and  other  securities,  and  in  general  to  make  any 
contract  of  guaranty  which  the  directors  may  deem  advisable. 

FORM  325. 

Motor  Cars  (1). 

1.  To  manufacture,  build,  construct,  operate,  to  let  for  hire ;  to 
buy,  sell,  deal  in  and  deal  with;  to  prepare  for  market  and  market 
automobiles,  motor  vehicles,  power  boats,  bicycles,  and  any  and  all 
kinds  of  vehicles,  boats  and  vessels,  whatever  and  of  whatsoever  motor 
power  and  wheresoever  used,  and  likewise  of  engines  and  equipments 
in  connection  with  the  manufacture  or  operation  of  such  vehicles, 
boats  and  vessels,  including  all  parts,  apparatus,  machinery,  tools  or 
property  useful  in  connection  therewith ;  to  manufacture,  accumulate, 
deal  in  and  with,  buy,  sell,  transfer  and  supply  compressed  air,  gaso- 
line and  any  and  all  other  substances,  agencies  or  things  useful  for  or 
used  as  motor  power  for  motive  vehicles  or  power  boats. 


244  CORPORATION   FORMS. 

2.  To  carry  on  the  business  of  manufacturing  dealers  in  and  with 
dynamos  and  other  electrical  machinery  and  plants,  and  to  buy,  sell, 
manufacture,  repair,  convert,  alter,  let  or  hire  and  deal  in  electrical 
applicances  and  goods  of  every  kind  and  character  and  machinery  of 
all  manner  or  kind. 

3.  To  acquire  the  good  will,  rights,  property  and  assistance  of  all 
kinds  and  to  undertake  the  whole  or  any  part  of  the  liabilities  of  any 
person,  firm,  association  or  corporation  and  to  pay  for  the  same  in  cash, 
stocks,  bonds,  debentures  or  other  securities  of  this  corporation  or 
otherwise. 

4.  To  have  one  or  more  offices  to  carry  on  all  or  any  part  of  opera- 
tions in  business,  and  unlimitedly  and  without  restriction  to  hold,  pur- 
chase, mortgage,  lease  and  convey  real  and  personal  property  and  to 
conduct  its  business  in  any  state  or  territory  in  the  United  States  and 
in  any  foreign  country  or  place,  but  subject  always  to  the  laws  thereof. 

5.  To  apply  for  letters  patent,  register,  purchase,  lease  or  other- 
wise acquire  and  to  hold,  own,  use,  operate  and  sell,  assign  and  trans- 
fer, dispose  of  any  and  all  trade  marks,  formula?,  secret  processes, 
trade  names  and  distinction  marks  and  all  inventions,  improvements 
and  processes  used  in  connection  with  or  secured  under  letters  patent, 
or  otherwise,  of  the  United  States  or  of  any  other  country,  and  to  use, 
exercise,  develop,  grant  licenses  in  respect  of  or  otherwise  turn  to  ac- 
count any  and  all  said  trade  marks,  patents,  licenses,  concessions, 
processes  and  the  like,  or  any  such  property  rights  and  information  so 
acquired,  and  with  the  view  to  the  working  and  development  of  the 
same  to  carry  on  any  business  for  the  manufacture  or  otherwise,  which 
the  corporation  may  think  and  will  calculate,  directly  or  indirectly, 
to  effectuate  these  patents. 

6.  The  corporation  may  use  and  acquire  the  earning  or  accumu- 
lated proceeds  authorized  by  the  law  to  be  preserved  to  the  purchase 
or  acquisition  of  property,  and  to  the  purchase  or  acquisition  of  its 
own  capital  stock  from  time  to  time  to  such  extent  and  in  such  man- 
ner and  upon  such  terms  as  its  board  of  directors  shall  determine,  and 
neither  the  property  nor  the  capital  stock  so  purchased  and  acquired, 
nor  any  of  its  capital  stock  taken  in  payment  or  satisfaction  of  any 
debt  due  to  the  corporation  shall  be  regarded  as  profits  for  the  pur- 
pose of  declaration  or  payment  of  dividends  unless  otherwise  deter- 
mined by  the  vote  of  the  board  of  directors  or  vote  of  the  stockholders. 

7.  To  hold,  purchase  or  otherwise  acquire,  to  sell,  assign,  transfer, 
mortgage,  pledge  or  otherwise  dispose  of  shares  of  the  capital  stock 
and  bonds,  debentures  and  other  evidences  of  indebtedness  created  by 
any  other  corporation  or  corporations  and  while  the  holder  thereof  ex- 


SPECIAL   OBJECT    CLAUSES.  245 

ercise  the  rights  and  privileges  of  ownership,  including  the  right  to 
vote  thereon. 

8.  To  cause  or  allow  the  legal  title,  estate  and  interest  in  any  prop- 
erty acquired,  especially  or  carried  on  by  the  company,  to  remain,  or 
to  be  vested  or  registered  in  the  name  of  or  carried  on  by  any  other 
company  or  companies,  foreign  or  domestic,  formed  or  to  be  formed, 
either  upon  trust  for  or  as  agents  of  this  company,  upon  any  of  the 
terms  and  conditions  which  the  board  of  directors  may  set  for  the 
benefit  of  this  company,  and  to  manage  the  affairs  or  to  take  over  and 
carry  on  the  business  of  such  company  or  companies,  either  formed  or 
to  be  formed,  either  by  acquiring  the  shares,  stocks  or  other  securities 
thereof,  or  otherwise  howsoever,  and  to  exercise  any  of  the  powers  of 
holders  of  shares  of  stock  of  securities  thereof,  and  to  receive  and  dis- 
tribute as  profits  the  dividends  and  the  interest  of  such  shares  of  stock 
or  securities. 

9.  To  do  all  and  everything  necessary,  suitable,  convenient  or  proper 
for  the  accomplishment  of  any  of  the  purposes  or  the  attainment  of 
any  one  or  more  of  the  purposes  therein  enumerated  or  incidental  to 
the  powers  therein  named,  or  which  shall  at  any  time  appear  con- 
ducive or  expedient  for  the  production  or  benefit  of  the  corporation, 
either  as  the  holders  of  or  interested  in  any  property,  or  otherwise, 
with  all  the  powers  now  or  hereafter  conferred  by  the  laws  of . 

FOEM  326. 
Motor  Cars  (2). 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in  all 
kinds  of  automobiles,  motors,  engines,  machines,  and  all  kinds  of  ma- 
chinery and  devices  for  the  operation  of  steam,  electricity,  and  other 
forms  of  power. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in 
cars,  carriers,  wagons,  engines,  apparatus  and  vehicles  of  every  kind 
and  description  for  the  transportation  of  passengers  and  goods. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in  ma- 
chinery, machine  supplies  and  engineering  appliances  incidental  to 
the  construction  of  motor  cars. 

FOEM  327. 

Musical  Instruments. 

To  purchase  and  otherwise  acquire,  and  to  hold,  sell,  lease  or  other- 
wise dispose  of  musical  instruments,  music  boxes,  appliances  and  ma- 


246  CORPORATION   FORMS. 

terials,  and  give  musical  instruction,  with  authority  to  purchase,  ac- 
quire hold  and  dispose  of  the  stocks,  bonds  and  other  evidences  of  in- 
debtedness of  any  corporation,  domestic  or  foreign,  and  to  issue  in  ex- 
change therefor  its  stock,  bonds  or  other  obligations. 

FORM  328. 

Natural  Gas. 

Purchasing,  leasing,  or  otherwise  acquiring  lands,  or  the  oil,  gas 
and  mineral  rights  in  lands,  for  the  purpose  of  producing  therefrom 
oil,  gas  or  other  volatile  or  mineral  substances;  the  development  of 
the  said  lands  by  drilling  oil  and  gas  wells  thereon  and  the  installation 
of  plants,  machinery  and  appliances  for  such  purposes  and  the  market- 
ing and  selling  of  the  said  products. 

FORM  329. 

Newspaper. 

To  carry  on  the  business  as  proprietors  and  publishers  of  news- 
papers, journals,  magazines,  books  and  other  literary  works  and  under- 
takings and  especially  to  take  over  the  publication  known  as  the 
;  to  carry  on  business  as  printers,  booksellers,  bookbinders,  sta- 
tioners, photographers,  photographic  printers,  stereotypes,  electro- 
typers,  lithographers,  and  any  other  business  or  manufacture  that  may 
seem  expedient ;  to  undertake  and  transact  all  kinds  of  business  rela- 
tive to  the  gathering  and  distribution  of  information  of  every  sort  and 
kind  to  the  same  extent  that  a  natural  person  might  or  could  do,  and 
in  connection  therewith  to  acquire  by  purchase  or  otherwise,  to  con- 
struct, maintain  and  otherwise  deal  with  land  and  submarine  tele- 
graphs, including  in  such  expression  telephone  and  all  other  electrical 
contrivances  for  transmitting  messages  by  signal. 

FORM  330. 

Newspaper  and  Publishing. 

To  acquire,  print,  publish,  conduct  and  circulate  or  otherwise  deal 
with  any  newspaper  or  newspapers  or  other  publications,  and  gen- 
erally to  carry  on  the  business  of  newspaper  proprietors  and  general 
publishers ;  to  carry  on  if  and  when  it  shall  deem  desirable,  the  trade 
or  business  of  general  printers,  lithographers,  engravers  and  advertis- 


SPECIAL   OBJECT    CLAUSES.  247 

ing  agents;  to  build,  construct,  erect,  purchase,  hire  or  otherwise 
acquire  or  provide  any  buildings,  offices,  workshops,  plant  and  ma- 
chinery or  other  things  necessary  or  useful  for  the  purpose  of  carrying 
out  the  objects  of  the  company. 

FORM  331. 
Nickel. 

1.  To  manufacture  nickel,  copper,  iron,  steel,  manganese,  cobalt, 
palladium,  sodium,  platinum,  lumber  and  other  materials,  and  all  or 
any  articles  consisting  or  partly  consisting  of  nickel,  copper,  iron,  steel, 
manganese,  cobalt,  platinum,  palladium,  sodium,  wood  or  other  ma- 
terials, and  all  or  any  products  thereof. 

2.  To  acquire,  own,  lease,  occupy,  use  or  develop  any  lands  contain- 
ing nickel,  copper,  iron,  manganese,  stone  or  other  ores,  or  coal  or  oil, 
and  any  woodlands  or  other  lands  or  water  rights  or  power  for  any 
purpose  of  the  company. 

3.  To  mine  or  otherwise  to  extract  or  remove  coal,  ores,  stone  and 
other  minerals  and  timber  from  any  lands  owned,  acquired,  leased  or 
occupied  by  the  company,  or  from  any  other  lands. 

4.  To  buy  and  sell,  or  otherwise  to  deal  or  traffic  in  nickel,  copper, 
cobalt,  platinum,  palladium,  sodium,  iron,  steel,  manganese,  stone, 
ores,  coal,  coke,  wood,  lumber"  and  other  materials  and  any  of  the 
products  thereof,  and  any  articles  consisting  or  partly  consisting 
thereof. 

FORM  332. 
Nursery. 

To  carry  on  a  general  nursery  business  and  in  connection  therewith 
to  raise,  grow,  produce,  buy,  import,  export,  sell,  trade  and  deal  in 
trees,  shrubs,  plants,  sprouts,  vines,  seeds,  bulbs,  roots,  fruits  and 
flowers  of  all  kinds. 

To  carry  on  any  and  all  kinds  of  agricultural  and  horticultural  op- 
erations and  to  produce,  buy,  import,  export,  sell,  trade  and  deal  in 
any  and  all  kinds  of  products  of  the  soil. 

To  raise,  buy,  import,  export,  sell,  trade  and  deal  in  any  and  all 
kinds  of  live  stock. 

To  manufacture,  buy,  import,  export,  sell,  trade  and  deal  in  agri- 
cultural, horticultural  and  garden  implements,  tools  and  supplies  of 
all  kinds. 


248  CORPORATION"   FORMS. 

FOEM  333. 

Oil  (1). 

To  do  all  kinds  of  mining,  manufacturing  and  trading  business; 
transporting  goods  and  merchandise  by  land  or  water  in  any  manner ; 
to  buy,  sell,  lease  and  improve  lands,  build  houses,  structures,  vessels, 
cars,  wharves,  docks  and  piers ;  to  lay  and  operate  pipe  lines ;  to  erect 
and  operate  telegraph  and  telephone  lines  for  conducting  electricity; 
to  enter  into  and  carry  out  contracts  of  every  kind  pertaining  to  its 
business ;  to  acquire,  use,  sell  and  grant  licenses  under  patent  rights ; 
to  purchase  or  otherwise  acquire,  hold,  sell,  assign  and  transfer  shares 
of  capital  stock  and  bonds  and  other  evidences  of  indebtedness  of  cor- 
porations, and  to  exercise  all  the  privileges  of  ownership,  including 
voting  on  stock  so  held ;  to  carry  on  its  business  and  have  offices  and 
agencies  therefor  in  all  parts  of  the  world;  and  to  hold,  purchase, 
mortgage  and  convey  real  estate  and  personal  property  outside  of  the 
state  of . 

FORM  334. 

Oil  (2). 

To  locate,  purchase,  lease  and  acquire  land  with  the  exclusive  right 
to  prospect,  drill,  mine,  bore  and  sink  wells  and  shafts;  to  produce, 
convey  and  transport  oil,  petroleum  and  gas ;  to  carry  on  the  business 
of  storing  and  prospecting  for,  mining,  producing,  refining,  manufac- 
turing, storing,  piping,  transporting,  buying  and  selling  petroleum 
and  other  oil  products  and  by-products ;  to  buy,  sell,  furnish  and  sup- 
ply the  same;  to  operate,  build,  construct,  pump,  operate  and  main- 
tain oil  and  gas  wells;  to  build,  construct,  purchase,  maintain  and 
operate  warehouses,  pumping  plants,  pipe  lines,  refineries,  factories, 
mills,  workshops,  laboratories,  and  dwelling  houses  for  workmen  and 
others;  to  manufacture,  buy,  sell,  import,  export  and  deal  in  pumps, 
drills,  fuses,  caps,  candles,  nitroglycerine,  dynamite,  and  the  necessary 
machinery,  engines,  drills  and  all  appliances  and  conveniences  for  use 
in  connection  with  mining  and  drilling  for  oil  and  gas. 

FORM  335. 

Oil  (Standard  Oil  Company  of  New  Jersey)  (3). 

To  do  all  kinds  of  mining,  manufacturing,  transporting  goods  and 
merchandise  by  land  or  water  in  any  manner;  to  buy,  sell,  lease  and 


SPECIAL   OBJECT    CLAUSES.  249 

improve  lands;  build  houses,  structures,  vessels,  cars,  wharves,  docks 
and  piers ;  to  lay  and  operate  pipe  lines ;  to  erect  and  operate  telegraph 
and  telephone  lines  and  lines  for  conducting  electricity ;  to  enter  into 
and  carry  out  contracts  of  every  kind  pertaining  to  its  business;  to 
acquire,  use,  sell  and  grant  licenses  under  patented  rights;  to  pur- 
chase or  otherwise  acquire,  hold,  sell,  assign  and  transfer  shares  of 
capital  stock  and  bonds  or  other  evidence  of  indebtedness  of  corpora- 
tion and  to  exercise  all  the  privileges  of  ownership,  including  voting 
upon  the  stocks  so  held ;  to  carry  on  its  business,  to  have  offices  and 
agents  in  all  parts  of  the  world,  and  to  hold,  purchase,  mortgage  and 
convey  real  estate  and  property  outside  the  state  of  New  Jersey. 

FORM  336. 

Optical  Goods. 

To  carry  on  the  business  of  opticians,  to  manufacture,  purchase  and 
sell  eye  glasses,  opera  glasses,  field  glasses,  magnifying  lenses  for  all 
purposes,  and  apparatus  for  carrying  on  the  business  of  opticians  and 
dealers  in  optical  goods  generally. 

FORM  337. 

Omnibus. 

To  own  and  operate  a  line  of  omnibuses,  cabs,  carriages,  taxicabs,  and 
automobiles  for  hire  for  the  purpose  of  conveying,  carrying  and  trans- 
porting passengers  and  the  public  generally  over  and  through  the 

streets  of  the  city  of ,  and  to  furnish  individual  persons  and 

parties  conveyances  for  business,  pleasure  or  trips  in,  through  and 
about  the  said  city  or  from  the  said  city  to  other  near-by  towns  and 
cities  and  to  any  and  all  places  where  any  individual  person,  parties  or 
groups  of  persons  and  the  public  generally  desire  to  go  and  to  be 
hauled,  carried  and  transported. 

FORM  338. 

Opera  House. 

To  own,  operate,  lease  and  hire  for  money  an  opera  house  and  to 
keep  and  maintain  an  opera  house  for  the  purpose  of  shows,  theaters, 
theatricals,  operas  and  entertainment  of  various  and  different  kinds 
for  the  benefit  or  amusement  and  pleasure  of  persona  wishing  and  de- 


250  CORPORATION    FORMS. 

siring  to  attend  such  shows,  entertainments,  theaters,  theatricals, 
and  operas,  and  to  give  and  to  cause  to  be  given  generally  such  shows, 
entertainments,  amusements,  theaters,  theatricals,  operas,  and  plays  of 
every  and  all  kinds  of  amusement  for  the  public  generally. 

FORM  339. 

Packing. 

To  do  and  carry  on  a  general  packing  business;  to  own  and  hold 
real  estate  and  buildings  with  the  necessary  machinery  and  appliances 
for  the  slaughtering,  cleaning,  dressing  and  otherwise  preparing  ani- 
mals and  carcasses  of  animals  for  meats  and  for  food  products  and 
for  packing  and  preserving  the  same,  and  the  sale  of  all  such  meats 
and  food  products,  and  dealing  generally  in  such  food  product,  and 
packing  and  preserving  the  same  for  sale.  The  buying,  keeping, 
maintaining  and  preparing  animals  such  as  hogs,  cattle  and  sheep  for 
slaughter  for  the  purpose  of  making  and  manufacturing  therefrom 
such  meats  and  food  products  and  packing  and  preserving  the  same 
and  selling  the  same  for  food  and  general  consumption. 

FORM  340. 

Paint. 

To  conduct  a  store  or  stores  for  transacting  the  business  of  buying 
and  selling  at  wholesale  and  retail  paints,  white  lead,  products  of  white 
lead,  colors,  varnishes,  linseed  oil,  brushes,  glass  and  all  supplies  and 
material  useful  to  painters,  glaziers,  artists  and  decorators. 

FORM  341. 

Paper. 

To  maintain,  conduct  and  manage  the  business  of  manufacturing, 
producing,  purchasing,  selling  and  dealing  in  any  and  all  kinds  of 
paper  and  any  and  all  ingredients,  products  and  compounds  thereof, 
and  an}'  and  all  materials  that  now  or  hereafter  may  be  used  in  or  in 
connection  with  such  manufacture,  including  the  manufacture  and 
production  of  wood  pulp  and  any  other  fibre ;  and,  as  a  part  of  and  in- 
cident to  such  business,  the  mining  of  iron,  pyrites,  clay,  sulphur,  coal, 
agolite  and  any  fibrous  minerals  and  materials;  the  purchase,  lease 
or  other  acquisition  and  the  development  of  woodlands  and  the  manu- 


SPECIAL   OBJECT    CLAUSES.  251 

facture,  sale  and  disposition  of  any  surplus  products  of  said  wood- 
lands; and  the  production  and  sale  of  any  surplus  or  by-products  in 
said  business;  and  the  right  in  connection  with  this  business  to  pur- 
chase or  acquire  and  to  own,  use,  sell  and  assign  patents,  patent  rights, 
inventions  and  processes  connected  with  the  manufacture  of  paper  or 
wood  pulp,  or  of  any  other  materials  and  products  used  in  or  connected 
with  such  manufacture. 

POEM  342. 

Passenger  and  Baggage  Transfer. 

The  purchase  and  sale  of  horses,  the  manufacture,  purchase  and 
sale  of  carriages,  whether  drawn  by  animal  power  or  propelled  by  steam, 
electricity,  or  other  motive  power,  the  leasing  and  hiring  of  buggies, 
carriages,  coupes,  coaches,  carts,  wagons,  automobiles,  motor  vehicles, 
whether  drawn  by  animal  power  or  propelled  by  steam,  electricity  or 
other  motive  power;  the  leasing  and  letting  for  hire  of  horses;  the 
transferring,  delivering  and  storing  of  all  kinds  of  freight,  baggage 
and  other  commodities;  the  boarding  of  horses  and  other  animals; 
the  storage  and  care  of  all  kinds  of  vehicles ;  the  conducting  and  carry- 
ing on  of  a  general  livery,  boarding  stable  and  passenger,  baggage  and 

freight  transfer  business  at  the  city  of  and  at  various  other 

cities,  towns  and  villages  in  the  state  of ,  together  with  all  other 

business  connected  therewith,  or  in  any  way  incidental  thereto. 

FORM  343. 
Patent  Medicines. 

A. 

To  purchase  drugs  and  chemicals,  manufacture  the  same  into  com- 
plete form  for  medicines  and  remedies,  and  sell  the  same  and  any  and 
all  forms  of  medicine  and  remedies  at  wholesale,  and  the  doing  of 
every  act  and  thing  incidental  to  or  connected  with  such  business. 

B. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in 
patent  medicines,  formulas  and  preparations  of  every  kind,  class  and 
description. 

To  carry  on  the  business  of  chemists,  druggists,  chemical  manufac- 
turers and  dealers  in  pharmaceutical  and  medicinal  preparations. 

To  prepare,  buy,  sell,  export,  import  and  generally  deal  in  mineral 
waters,  liquors  and  prepared  foods. 


252  CORPORATION   FORMS. 


C. 


1.    To  acquire  and  take  over  as  a  going  concern  the  undertaking  of 
and  all  or  any  of  its  assets  and  liabilities,  and  in  particular 


the  recipes,  formulae  and  full  information  as  to  the  processes  of  manu- 
facture, and  the  right  to  manufacture  and  deal  in  medicinal  prepara- 
tions known  as . 

2.  To  carry  on  the  manufacture  and  sale  of  the  said  medicines  and 
preparations,  and  generally  to  carry  on  the  business  of  manufacturers, 
buyers  and  sellers  of  and  dealers  in  all  kinds  of  medicines  and  medici- 
nal preparations  and  drugs  whatsoever.  To  carry  on  all  or  any  of  the 
businesses  of  chemists,  druggists,  chemical  manufacturers,  and  im- 
porters and  manufacturers  of  and  dealers  in  pharmaceutical  and 
medicinal  preparations. 

4.  To  manufacture,  buy,  sell  and  deal  in  mineral  waters,  wines, 
cordials,  liquors,  soups,  broths  and  other  restoratives  or  foods  specially 
suitable  or  deemed  to  be  suitable  for  invalids  and  convalescents. 

5.  To  adopt  such  means  of  making  known  the  products  of  the  com- 
pany as  may  seem  expedient,  and  in  particular  by  advertising  in  the 
press,  by  circulars,  by  purchase  and  exhibition  of  works  of  art  or  in- 
terest, by  publication  of  books  and  periodicals,  and  by  granting  prizes, 
rewards  and  donations. 

FOEM  344. 
Patents  and  Trade  Marks. 

To  apply  for,  acquire,  buy,  sell,  assign,  lease,  pledge,  mortgage  or 
otherwise  dispose  of  letters  patent  of  the  United  States  or  of  any  for- 
eign country,  and  all  or  any  rights,  territorial  or  otherwise,  there- 
under. 

To  apply  for,  acquire,  hold,  sell,  assign,  lease,  mortgage  or  otherwise 
dispose  of  patent  rights,  licenses,  privileges,  inventions,  trade  marks, 
trade  names  and  pending  applications  therefor,  relating  to  or  useful 
in  connection  with  any  business  of  the  corporation. 

To  use,  manufacture,  or  grant  licenses  under  any  letters  patent 
owned  or  controlled  by  the  company,  and  to  expend  money  in  experi- 
menting upon  and  testing  the  validity  or  value  of  any  patent  rights 
the  company  may  acquire  or  proposes  to  acquire. 

FOEM  345. 

Pattern  Makers. 

To  manufacture  and  design  models  and  metal  patterns,  special  tools 
and  hardware  and  all  kinds  of  machinery  from  steel,  iron,  brass  or 


SPECIAL   OBJECT    CLAUSES.  253 

woods,  the  repairing  and  remodeling  of  all  kinds  of  machinery  and 
the  doing  of  stamping  and  general  machine  jobbing,  and  selling  said 
articles. 

FORM  346. 

Paving. 

Manufacturing  and  selling  cement,  lime,  plaster,  brick,  concrete, 
artificial  stone  and  paving  materials  of  all  kinds ;  laying,  constructing 
and  repairing  sidewalks,  floors  and  pavements,  either  of  natural  or 
artificial  material. 

FORM  347. 

Pharmaceutical  Chemists. 

To  manufacture  and  vend  medicinal,  chemical  and  pharmaceutical 
and  other  useful  preparations  for  scientific,  medicinal  and  domestic 
uses,  and  to  purchase,  import  and  otherwise  procure  the  drugs,  medi- 
cines, chemicals,  pharmaceutical  ingredients  and  any  and  all  the  ma- 
terials, articles  or  things  used  in  said  preparations  or  belonging  or  in 
anywise  appertaining  thereto. 

FORM  348. 
Phonographs. 

A. 

To  conduct  a  store  or  stores  for  manufacturing,  buying,  selling  and 
dealing  in  pianos,  organs,  music  boxes,  graphophones,  phonographs, 
talking  machines,  sheet  music,  musical  instruments  and  musical  mer- 
chandise of  all  kinds,  and  such  other  articles  as  are  ordinarily  dealt 
in  by  dealers  in  music  and  musical  instruments. 

B. 

To  buy  and  sell  phonographs,  talking  machines,  records  and  sup- 
plies therefor,  and  to  manufacture  supplies  for  phonographs  and  talk- 
ing machines,  and  the  sale  of  the  same. 

C. 

To  manufacture,  buy,  sell,  export,  import,  lease  or  otherwise  acquire, 
invest  and  generally  trade  in  sound-reproducing  machines,  talking 
machines  and  records  for  such  machines,  and  all  appurtenances  thereto, 
together  with  all  rights,  patents  and  improvements  thereon  now  held 


254  CORPORATION   FORMS. 

or  hereafter  to  be  obtained  by  purchase  or  otherwise,  including  all 
necessary  machinery  adapted  for  such  purposes. 

D. 

To  purchase  and  otherwise  acquire,  hold,  sell  at  wholesale  and  re- 
tail, lease  and  otherwise  dispose  of  phonographs,  talking  machines, 
and  musical  instruments  of  all  kinds,  moving  picture  machines  and 
other  optical  instruments,  together  with  music  and  supplies  pertaining 
thereto. 

FOKM  349. 
Photography. 

A. 

To  carry  on  a  general  photographic  business  in  all  its  various 
branches  within  the  city  of . 

To  purchase,  lease  or  otherwise  acquire  the  necessary  chemicals, 
screens,  drugs,  cameras  and  apparatus  for  the  taking,  developing  and 
finishing  of  all  kinds  of  photographs. 

To  purchase,  sell  and  generally  deal  in  cameras,  photographic  sup- 
plies, pictures,  picture  frames,  prints,  drugs,  chemicals  and  supplies 
necessary  or  useful  in  the  taking,  development  and  printing  of  photo- 
graphs. 

B. 

To  engage  in  and  conduct  a  general  photographic  business,  includ- 
ing the  acquisition  by  purchase,  manufacture  or  otherwise  of  all  busi- 
ness material,  supplies,  appliances,  apparatus,  machinery  or  other  ar- 
ticles necessary  or  convenient  for  use  in  connection  with  and  in  carry- 
ing on  the  said  business  or  any  part  thereof,  and  to  carry  on  the  busi- 
ness of  manufacturers  of  and  dealers  in  photographs,  pictures,  engrav- 
ings and  other  works  of  art,  and  of  photographers,  printers,  paper- 
makers,  engravers,  bookbinders,  reproducers  and  publishers  of  works 
of  art,  books  and  other  publications. 

To  purchase,  acquire,  hold,  dispose  of  the  stocks,  bonds  and  evi- 
dences of  indebtedness  of  any  corporation,  domestic  or  foreign,  and 
issue  in  exchange  therefor  its  stocks,  bonds  or  other  obligations. 

The  corporation  shall  also  have  the  power  to  purchase,  acquire,  hold, 

sell  and  convey  in  the  state  of  and  elsewhere  in  the  United 

States  and  foreign  countries  such  real  estate  or  personal  property  as 
may  be  necessary  or  proper  in  connection  with  the  business  for  which 
it  is  organized,  and  which  may  not  be  contrary  to  law. 


SPECIAL   OBJECT    CLAUSES.  255 

FOEM  350. 
Pianos. 

1.  To  carry  on  the  business  of  manufacturers,  dealers  in  and  im- 
porters and  exporters  of  pianos,  organs,  music  and  musical  instru- 
ments and  otherwise,  and  also  any  and  every  other  article  and  thing 
which  may  now  or  hereafter  be  conveniently  manufactured,  sold  or 
dealt  in,  in  connection  therewith  or  otherwise. 

To  manufacture,  produce,  buy,  sell,  import  and  export,  let,  hire,  deal 
in  and  deal  with  musical  instruments  of  all  kinds  and  any  and  all  parts 
thereof. 

To  manufacture,  buy,  sell,  import  and  export,  deal  in  and  deal  with 
any  'and  all  kinds  of  machinery,  materials,  supplies,  implements,  ar- 
ticles, appliances,  substances  and  fabrics  incidental  to  or  entering  into 
the  manufacture  of  the  same  or  any  part  thereof,  and  used  in  connec- 
tion therewith,  all  to  effectuate  the  objects  and  powers  set  forth  in  this 
certificate  or  any  of  them. 

2.  To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
pianos,  organs  and  all  kinds  of  musical  instruments. 

To  sell  and  lease  musical  instruments  and  any  and  all  parts  thereof. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
all  kinds  of  machinery,  supplies,  implements,  appliances,  substances 
and  materials  incidental  to  or  entering  into  the  manufacture  of  pianos, 
organs  and  musical  instruments. 

To  purchase  or  otherwise  acquire  any  interest  in  and  to  patents, 
brevets  d'invention,  licenses,  concessions  and  the  like,  conferring  an 
exclusive  or  non-exclusive  or  limited  right,  or  any  secret  or  other  in- 
formation as  to  any  invention  in  relation  to  musical  instruments  of 
any  kind. 

FOEM  351. 

Pipe  Foundry. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in  all 
kinds  of  pipe,  castings  and  fittings. 

FOEM  352. 

Plumbing. 

To  transact,  conduct  and  do  a  plumbing  business  in  the  construction, 
erection  and  repair  of  steam,  gas,  light,  water  and  liquid  pipes,  fit- 
tings, and  apparatus;  to  equip  and  provide  buildings,  mining,  rail- 


256  CORPORATION   FORMS. 

road,  manufacturing  and  municipal  plants  with  pipes,  fittings,  ap- 
paratus and  repairs  for  heat,  light,  gas  or  water  supply ;  to  buy  and  sell 
articles  and  apparatus  sold  and  kept  for  sale  by  plumbers  and  gen- 
erally to  transact  and  do  all  manner  of  business  in  the  plumbing  line. 

POEM  353. 

Plumbers'  Supplies. 

To  carry  on  the  trade  or  business  of  manufacturing,  producing, 
adapting,  preparing,  importing  and  exporting,  buying  and  selling  and 
otherwise  dealing  in  any  and  all  kinds  of  plumbing  and  sanitary  fix- 
tures and  supplies ;  and  to  manufacture,  buy,  adapt,  prepare,  use,  im- 
port and  export,  sell  or  otherwise  deal  in  any  materials,  articles  or 
things  required  for,  in  connection  with,  or  incidental  to  the  manu- 
facture, use,  purchase  and  sale  of  or  other  dealing  in  any  and  all  of 
the  aforesaid  wares  and  articles. 


FORM  354. 
Pottery. 

1.  To  manufacture,  buy,  sell,  trade  and  deal  in  any  and  every  kind 
or  class  of  pottery  or  earthen  products,  or  articles  composed  in  whole 
or  in  part  of  kaolin,  clay,  or  earthy  matter;  to  mine,  manufacture, 
prepare,  buy,  sell,  deal  and  trade  in  any  and.  every  gaseous  or  other 
ingredient,  material  or  substance  entering  into  such  manufacture,  or 
used  in  connection  therewith,  or  used  in  or  about  businesses  similar  to 
or  relating  thereto. 

2.  To  manufacture,  buy,  sell  and  deal  in  pottery,  ceramic  and 
earthenware  generally,  and  to  mine,  manufacture,  prepare,  buy,  sell 
and  deal  in  all  products  and  materials  used  in  or  pertaining  to  such 
manufacture. 

3.  To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
all  kinds  of  pottery,  tile  and  earthen  products. 

FOEM  355. 

Poultry  and  Eggs. 

To  engage  in  the  business  of  raising,  selling  and  preparing  for  mar- 
ket all  poultry  and  eggs. 


SPECIAL   OBJECT    CLAUSES.  257 

To  purchase,  lease  or  otherwise  acquire  land,  buildings  and  neces- 
sary equipment  for  the  carrying  on  of  the  aforesaid  business. 

To  buy  and  sell  chicken  food  and  incubators. 

To  buy,  sell,  import,  export  and  generally  deal  in  poultry  and  poul- 
try products  of  every  kind,  class  and  description. 

To  hatch,  breed  and  raise,  either  by  natural  means  or  incubators, 
poultry  of  every  kind,  class  and  description. 

To  buy  and  sell  chickens,  ducks,  geese  and  guinea-fowls. 

To  print,  publish  and  distribute  magazines  and  literature  of  every 
class  and  description. 

FORM  356. 

Powder  and  Dynamite. 

To  manufacture,  buy,  sell,  deal  in  and  deal  with  corn  and  vegetable 
products,  chemical  compounds,  dynamite,  gunpowder,  cellulose  and  its 
derivatives  and  compounds,  extracts,  chemicals,  raw  and  manufactured 
materials,  and  all  like  or  kindred  products ;  to  manufacture,  treat,  pre- 
pare for  market,  market  and  sell  the  same,  and  articles  or  product, 
in  the  manufacture  or  composition  of  which  they,  or  either  of  them, 
are  a  factor ;  to  buy,  sell,  treat,  manufacture,  refine,  manipulate,  import, 
export  and  deal  in  all  substances,  vegetable,  chemical  or  otherwise, 
apparatus,  products  and  things  capable  of  being  used  in  any  such  busi- 
ness as  aforesaid,  or  required  by  any  customers  or  persons  having  deal- 
ings with  the  company. 

FORM  357. 
Power. 

1.  To  manufacture,  purchase  or  otherwise  acquire  in  dealing,  use, 
repair,  sell  and  otherwise  dispose  of  apparatus  for  taking  and  exhibit- 
ing, moving  or  animated  fixtures,  engines,  machinery,  motor  cars, 
trucks,  vehicles,  machines,  tools,  implements  and  utensils,  and  also  to 
manufacture,  purchase  or  otherwise  acquire  in  dealing,  use,  sell  and 
otherwise  dispose  of  material  and  productions  useful  in  the  manufac- 
ture, repair  or  use  of  any  of  the  aforegoing. 

2.  To  purchase  or  otherwise  acquire,  also  sell  and  deal  in  land  and 
property  in  the  United  States  of  America  or  in  any  colony,  dependency 
or  district,  or  in  any  foreign  or  other  country,  and  to  develop  the  re- 
sources and  turn  to  account  the  lands,  buildings,  rights  for  the  time 
being  or  in  such  manner  as  may  be  deemed  desirable. 

3.  To  construct,  equip,  improve  and  develop  and  perfect  private 
works  of  all  kinds,  including  railways,  railroads,  docks,  harbors,  piers, 

17 — Thomp.  Corp.  VII. 


258  CORPORATION   FORMS. 

wharves,  canals,  reservoirs,  sewers,  drainage,  sanitary,  water,  gas, 
power  supply  works,  warehouses  and  buildings,  public  or  private  tun- 
nels, bridges,  conduits,  viaducts  and  all  other  works  of  public  or  pri- 
vate utility;  and  also  to  build,  own,  purchase  or  otherwise  acquire 
for  its  own  use  and  operation  railways  and  railroads  for  such  use  and 
operation  to  be  wholly  in  connection  with  and  appertaining  to  the 
business  of  the  corporation  as  herein  set  forth,  and  not  for  public  pur- 
poses. 

4.  To  manufacture,  purchase  or  otherwise  acquire,  deal  in,  hold, 
manage,  sell,  pledge,  transfer  or  otherwise  dispose  of  goods,  wares, 
merchandise  and  property  of  any  and  every  class  and  description,  ex- 
cept bills  of  exchange. 

5.  To  acquire  the  good  will,  rights  and  property  of  any  person, 
firm,  association  or  corporation,  and  to  pay  for  the  same  in  cash,  the 
stock  of  this  company,  bonds  or  otherwise,  and  to  hold  or  in  any  man- 
ner dispose  of  the,  whole  or  any  part  of  the  property  so  purchased,  or 
to  conduct  in  any  lawful  manner  the  whole  or  any  part  of  the  business, 
or  to  acquire  and  to  exercise  all  the  powers  necessary  or  convenient 
in  and  about  the  conducting  and  management  of  such  business. 

6.  To  purchase  or  otherwise  acquire,  hold,  own,  mortgage,  pledge, 
sell,  assign,  transfer  and  generally  invest,  trade  and  deal  in  personal 
property  of  every  class  and  description. 

7.  To  buy,  sell,  deal  in,  hold  or  improve  real  estate  and  the  fixtures 
of  personal  property,  incidental  thereto,  or  connected  therewith,  and 
with  that  end  in  view  to  acquire,  purchase,  lease,  hire  or  otherwise 
lease  tenements  or  hereditaments,  or  any  interest  therein,  and  to  im- 
prove the  same,  and  to  generally  hold,  manage,  deal  with  and  improve 
the  property  of  the  company,  and  to  sell,  lease,  mortgage,  pledge  or 
otherwise  dispose  of  the  lands,  tenements  and  hereditaments  or  other 
property  of  the  company. 

8.  To  apply  for,  obtain,  register,  purchase,  release  or  otherwise  to 
acquire  and  to  hold,  use,  own,  operate  and  to  introduce,  and  to  sell, 
assign  or  otherwise  dispose  of  any  trade  marks,  trade  names,  patents, 
inventions,  improvements  and  processes  used  in  connection  with  or  se- 
cured under  letters  patent  of  the  United  States  or  elsewhere  or  other- 
wise; and  to  use,  exercise,  develop,  grant  licenses  in  respect  of,  or 
otherwise  turn  to  account  any  such  trade  marks,  patent  licenses,  pro- 
cesses and  the  like,  or  such  property  or  rights. 

9.  To  purchase,  acquire,  hold  and  dispose  of  the  stocks,  bonds  and 
other  evidences  of  indebtedness  to  any  corporation,  domestic  or  for- 
eign, and  issue  in  exchange  for  the  stocks,  bonds  or  other  obligations, 
and  as  the  owner  of  any  such  bonds,  stocks  or  other  obligations  to  pos- 


SPECIAL   OBJECT    CLAUSES.  259 

sess  and  exercise  in  respect  thereto  all  the  rights,  powers,  privileges  of 
individual  owners  or  holders  thereof,  and  to  exercise  any  and  all  vot- 
ing powers  thereon. 

10.  To  make,  purchase,  or  otherwise  acquire,  deal  in  and  to  carry 
out  any  contracts  foreign  or  in  relation  to  any  of  the  foregoing  busi- 
ness that  may  be  necessary  and  lawful  under  the  acts  pursuant  to 
which  this  corporation  is  organized. 

11.  To  do  all  and  everything  necessary,  suitable  and  proper  for  the 
accomplishment  of  any  of  the  purposes,  or  the  attainment  of  any  of  the 
objects,  or  the  furtherance  of  any  of  the  powers  hereinbefore  set  forth, 
either  alone  or  associated  with  other  corporations,  firms  or  individuals,' 
and  to  do  any  other  act  or  acts,  thing  or  things  incidental  or  pertain- 
ing to,  or  growing  out  of,  or  connected  with  the  aforesaid  business,  or 
powers,  or  any  part  or  parts  thereof,  provided  the  same  be  not  incon- 
sistent with  the  law  under  which  this  corporation  is  organized. 

FORM  358. 

Printing,  Publishing  and  Stationery. 

To  publish,  print,  bind,  manufacture,  issue,  acquire,  sell,  lease,  hire 
and  deal  in  paper,  paintings,  prints,  frames,  books,  magazines,  publi- 
cations, newspapers,  pamphlets,  maps,  charts,  engravings,  lithographs, 
etchings,  woodcuts,  electrotypes,  stereotypes,  photographic  prints, 
photo-lithographs,  pictures  and  illustrations,  whether  colored  or  with- 
out color,  and  by  whatsoever  process  or  processes  the  same  may  be  pro- 
duced, whether  now  existing  or  hereafter  to  be  discovered  or  invented ; 
and  generally  to  carry  on  the  business  of  printers,  stationers,  book 
sellers,  binders,  lithographers,  bookbinders,  stereotypers,  die  sinkers, 
electrotypers,  book,  paper,  envelope  and  ink  manufacturers,  engravers 
and  publishers,  in  any  and  all  of  the  states,  territories,  colonies,  de- 
pendencies and  districts  of  the  United  States  of  America,  and  in  any 
and  all  foreign  countries. 

FORM  359. 

Prismatic  Glass. 

To  manufacture,  sell,  barter,  trade  in,  repair  and  in  any  manner 
whatsoever  to  deal  in  all  kinds  and  descriptions  of  glass,  prisms,  pris- 
matic lights,  illuminating  tiles  of  all  kinds,  vault  and  sidewalk  lights 
and  prisms,  skylights,  ornamental  and  stained  glass  of  all  kinds,  me- 
tallic bars,  all  plain  and  ornamental  iron  work,  sash  and  generally  to 
do  all  manner  of  acts  that  may  lawfully  be  done  in  relation  thereto. 


260  CORPORATION   FORMS. 

FORM  360. 
Promotion. 

1.  To  construct,  operate  and  control  transportation  undertakings, 
terminals  and  facilities;  to  develop  any  properties,  undertakings,  in- 
dustries, enterprises  or  companies  for  transportation  by  land  or  water, 
provided,  however,  that  this  company  shall  not  engage  in  any  business 
which  shall  require  the  exercise  by  it  of  the  right  of  eminent  domain 
within  the  state  of ,  or,  except  as  permitted  by  local  laws,  with- 
out the  said  state. 

2.  To  construct,  lease,  own,  operate  or  sell  transportation  line  or 
lines,  by  land  or  water,  in  any  state  or  country,  either  directly  or 
through  the  ownership  of  stocks  of  any  corporation,  but  always  subject 
to  the  local  laws  of  such  state  or  country. 

3.  To  carry  on  the  business  of  contractors  for  the  construction  of 
all  works  and  properties  of  public  or  private  use  or  utility. 

4.  To  undertake,  subscribe  for,  acquire,  hold,  sell,  exchange,  deal 
in  and  deal  with  stocks,  bonds,  obligations  or  securities  of  any  corpora- 
tion, government  or  municipality. 

5.  To  hold,  as  principal,  or  otherwise,  issue  on  commission,  sell  or 
dispose  of  any  of  the  undertakings  or  resulting  investments,  and  to 
act  as  agent  for  any  of  the  above  or  like  purposes ;  to  act  as  the  agent 
for  any  corporation,  or  corporations,  undertakings  or  propositions. 

6.  To  form,  promote  and  assist  financially  or  otherwise,  companies, 
syndicates  and  associations  of  all  kinds,  and  to  give  any  lawful  guar- 
antee in  connection  therewith  or  otherwise  for  the  payment  of  money 
or  for  the  performance  of  any  obligation  or  undertaking. 

FOEM  361. 

Provisions. 

To  buy,  sell,  store,  handle,  import,  export  and  transport  meat  of 
every  description  and  all  other  animal  products,  such  as  hides,  grease 
and  tallow,  fish,  shell  fish,  and  all  other  products  of  the  sea  and  shore ; 
wines  and  liquors,  and  all  other  drinkables,  cigars  and  all  other  articles 
made  from  tobacco,  all  dairy  products,  butter,  butterine,  oleomargarine, 
milk  and  groceries,  fruit  and  vegetables  of  every  nature  and  descrip- 
tion; and  to  construct,  lease,  own,  use  and  maintain  rooms,  buildings 
and  warehouses  for  cold  storage,  either  of  any  or  all  of  the  above- 
named  articles  and  products,  or  of  similar  articles  and  products,  for 
hire. 


SPECIAL   OBJECT    CLAUSES.  261 

FOEM  362. 

Provisions  and  Slaughtering. 

Manufacturing,  buying  and  selling  provisions  and  other  articles  and 
merchandise  commonly  manufactured,  bought  or  sold  by  .packing  or 
provision  houses,  and  slaughtering  cattle,  swine,  sheep  and  other  ani- 
mals used  for  food. 

FOEM  363. 

Public  Works. 

To  construct,  equip,  improve,  work,  develop,  manage  or  control 
public  works  and  conveniences  of  all  kinds,  including  railways,  docks, 
harbors,  piers,  wharves,  canals,  reservoirs,  embankments,  improve- 
ments, sewage,  drainage,  sanitary,  water,  gas,  electric  light,  telephonic, 
telegraphic  and  power  supply,  works  and  hotels,  warehouses,  markets 
and  public  buildings,  tunnels,  bridges,  viaducts  and  all  other  works  or 
conveniences  of  public  use  or  utility;  to  apply  for,  purchase  or  other- 
wise acquire  any  contracts  or  concessions  for  or  in  relation  to  the  con- 
struction, execution,  carrying  out,  equipment,  improvement,  manage- 
ment, administration  or  control  of  public  works  and  conveniences,  and 
to  undertake,  execute,  carry  out,  dispose  of  or  otherwise  turn  to  account 
the  same;  to  purchase  or  otherwise  acquire,  issue,  reissue,  sell,  place 
and  deal  in  shares,  stocks,  bonds,  debentures  and  securities  <5f  all 
kinds,  and  to  give  any  guaranty  or  security  for  the  payment  of  divi- 
dends or  interest  thereon,  or  otherwise  in  relation  thereto. 

FOEM  364. 

Publicity  Service. 

To  prepare,  illustrate  and  place  advertising  matter  in  periodicals, 
prepare  and  supply  books,  pamphlets,  catalogues  and  other  printed 
matter  for  advertising  purposes,  and  generally  to  carry  on  an  adver- 
tising business  through  periodicals,  books,  pamphlets,  catalogues  and 
other  similar  means,  and  of  acquiring,  possessing  and  enjoying  all  the 
rights,  powers,  privileges  and  immunities  conferred  by  the  general 
corporation  act  and  the  several  supplements  thereto  upon  corporations 
chartered  thereunder  for  said  purpose. 


262  CORPORATION"    FORMS. 

FORM  365. 
Publishers. 

1.  To  manufacture,  bind  and  sell  books,  periodicals,  magazines, 
newspapers,  lithographs  and  electrotypes,  and  transact  a  general  print- 
ing and  publishing  business,  with  the  right  to  apply  for,  secure,  hold 
and  assign  such  copyrights  as  may  be  necessary  for  the  proper  conduct 
of  said  business,  and  to  issue  licenses  thereunder  and  receive  pay 
therefor,  and  for  this  purpose  to  have,  possess  and  enjoy  all  rights, 
benefits  and  privileges  conferred  by  the  corporation  act  and  its  supple- 
ments. 

2.  To  transact  a  general  printing  and  publishing  business,  and  in 
connection  therewith  and  relating  thereto,  to  purchase  copyrights  for 
books  and  publications,  with  the  right  to  issue  licenses  for  the  same 
and  receive  pay  therefor.  Also,  the  right  to  engage  in  the  engraving 
and  bookbinding  business  and  the  embossing,  lithographing  and  im- 
pressing on  paper  and  other  impressionable  surfaces,  pictures,  figures 
and  letters ;  with  the  right  to  manufacture  such  paper  and  material  as 
may  be  necessary  in  the  transaction  of  such  business.  Also,  the  right 
to  engage  in  the  business  of  printers,  stereotypers,  clectrotypers,  litho- 
graphers, photographic  printers,  photo-lithographers,  engravers,  die 
sinkers,  and  the  transaction  of  a  printing  and  publishing  business. 

3.  To  manufacture,  publish,  buy,  sell  and  deal  in  all  kinds  of 
books,  periodicals  and  stationery  supplies,  as  well  as  all  raw  materials 
which  enter  into  the  composition  thereof,  and  generally  to  do  any  and 
all  things  incidental  to  said  business. 

FORM  366. 

Purchase  and  Work  Patents. 

To  purchase  or  acquire  the  letters  patent  in  the  United  States  of 

America,  granted  to ,  covering  the  manufacture  of ,  and 

the  apparatus  and  machinery  therefor,  dated ,  Number 

and  Number  ,  respectively,  and  any  subsequent  improvement 

or  improvements  in  and  upon  the  said  manufacture,  apparatus  and 
machinery  which  may  be  invented  by  the  said ,  pending  appli- 
cations therefor,  and  all  extensions  of  the  said  letters  patent  or  any  of 

them,  and  also  the  several  letters  patent  granted  to  the  said  

by  the  government  of ,  and  any  other  letters  patent  which  may 

hereafter  be  granted  to  the  said by  the  United  States  of  Amer- 
ica, or  by  the  government  of  any  country  whatsoever,  either  in  respect 


SPECIAL   OBJECT    CLAUSES.  263 

of  the  inventions  comprised  in  the  hereinbefore  mentioned  letters  pat- 
ent or  any  of  them,  or  any  such  further  inventions  or  improvements 
as  before  mentioned,  and  all  extensions  with  reference  thereto,  re- 
spectively; to  carry  on  the  business  of  a  manufacturer  of ;  to 

acquire  by  purchase  or  otherwise  for  the  business  of  the  company  in 
the  state  of or  elsewhere  any  estate  or  estates,  land  or  build- 
ings, mills,  plants,  machinery,  patents,  patent  rights,  secret  processes, 
or  other  things,  and  to  erect  and  maintain,  or  reconstruct  and  adapt, 
buildings,  mills,  plants,  machinery  and  other  things  found  necessary 
or  convenient  for  the  purposes  of  the  company ;  to  obtain  letters  patent 
or  similar  privileges  in  this  or  any  other  country  for  any  invention  in 
connection  with  the  company's  manufacture  or  business ;  to  sell,  lease, 
or  otherwise  dispose  of  the  lands,  buildings,  plant,  property  and  effects 
of  the  company;  to  sell  the  patents,  patent  rights,  or  secret  processes 
to  be  acquired  by  the  company,  or  any  of  them,  and  to  grant  licenses 
to  use  the  same  to  any  person  or  persons,  company  or  companies. 

FORM  367. 

Quarry. 

The  quarrying,  mining,  cutting,  sawing,  finishing,  setting,  purchas- 
ing, selling  and  dealing  in  marble  or  other  stone. 

1.  To  quarry,  manufacture  and  prepare  for  market  and  for  all 
building  and  other  purposes,  marble,  granite,  stone  and  building  ma- 
terials of  every  name  and  nature. 

2.  To  enter  into  contracts  for  the  erection,  construction  and  com- 
pletion of  buildings  and  structures  of  all  kinds. 

3.  To  do  a  general  quarrying,  construction  and  building  business 
and  everything  in  the  line  thereof. 

4.  To  import,  export,  buy,  sell,  manufacture  merchandise,  trade 
and  deal  in  marble,  granite  and  stone  and  other  building  materials 
and  other  goods,  wares  and  merchandise. 

5.  To  take,  acquire,  buy,  build,  construct,  erect,  hold,  own,  sell, 
lease  and  mortgage  any  land,  real  estate  or  interest  in  real  estate,  quar- 
ries, buildings,  factories,  plants,  engines,  machinery,  implements  and 
other  works  and  conveniences  which  may  seem  directly  or  indirectly 
conducive  to  any  of  the  business  of  the  company. 

6.  To  carry  on  any  other  business  of  the  same  general  character, 
whether  manufacturing  or  otherwise,  which  may  seem  to  the  company 
capable  of  being  conveniently  carried  on  in  connection  with  the  above, 
or  calculated,  directly  or  indirectly,  to  enhance  the  value  of  the  com- 
pany's property  or  rights. 


264  CORPORATION   FORMS. 

FORM  368. 

Railroad  (1). 

To  build,  construct,  acquire,  own,  maintain  and  operate  a  railroad 
of  standard  gauge,  with  the  right  of  way,  roadbed,  tracks,  side  tracks, 
switches,  way  stations,  freight  houses  and  all  necessary,  useful  and 
convenient  buildings  and  structures,  having  the  City  of  Chicago,  State 
of  Illinois,  for  one  terminus,  and  the  City  of  East  St.  Louis,  in  the 
said  State  of  Illinois,  for  its  other  terminus,  and  passing  in  and 
through  the  following  cities,  towns  and  villages  in  the  said  State  of 
Illinois,  to  wit:    (here  name);  and  passing  through  the   following 
named  counties  in  the  State  of  Illinois,  to  wit:   (here  set  out)  ;  to 
operate  the  same  by  steam  or  other  motive  power  with  locomotives, 
locomotive  engines,  passenger  and  freight  cars  and  carriages,  and  all 
machinery,  appliances,  tools  and  implements  of  any  and  every  charac- 
ter and  description  necessar}%  proper  or  convenient  in  the  manage- 
ment, operation  and  control  of  a  railroad  system;  to  own  real  estate 
in  the  said  City  of  Chicago  and  in  the  said  City  of  St.  Louis  and  to 
erect  and  maintain  thereon  suitable  stations  and  all  necessary  terminal 
facilities;  to  own  real  estate  in  all  the  said  counties,  cities,  towns  and 
villages  sufficient  and  proper  for  maintaining  such  stations,  depots, 
way  stations,  telegraph  offices,  freight  houses  and  yards  and  stock- 
yards necessary,  sufficient  and  convenient  for  the  proper  and  profitable 
operation  of  a  complete  railroad  system ;  to  own  real  estate,  with  build- 
ings and  structures  sufficient  for  shops  and  repair  shops;  to  build, 
construct,  maintain  and  operate  such  shops  and  repair  shops  for  the 
purpose  of  making,  manufacturing  and  building  and  repairing  loco- 
motives, locomotive  engines,  cars,  coaches  and  railway  carriages  of  all 
kinds,  and  to  own,  equip  and  maintain  at  either  or  any  or  all  of  said 
cities  yards  for  the  purpose  of  keeping,  storing  and  holding  such  cars, 
coaches  and  railway  carriages  generally. 

FORM  369. 

Railroads  (2). 

To  build,  construct,  own  and  acquire  by  purchase  or  lease  a  railroad 
of  standard  gauge,  with  its  right  of  way  and  tracks,  side  tracks, 
switches,  turnouts  and  sidings  from  the  City  of  Cleveland  in  the  State 
of  Ohio  to  the  City  of  Union  City  in  the  said  state  of  Ohio  and  on  the 
state  line  between  the  State  of  Ohio  and  the  State  of  Indiana,  and 
passing  into  and  through  the  following  named  cities,  towns  and  vil- 


SPECIAL   OBJECT   CLAUSES.  265 

lagee  in  the  said  State  of  Ohio,  to  wit:  (hare  state);  and  passing 
through  the  following  named  counties  in  the  said  state  of  Ohio,  to  wit, 
and  extending  from  the  said  state  lines  at  the  said  city  of  Union  City 
to  the  city  of  Indianapolis  in  the  said  state  of  Indiana  and  passing 
through  the  following  named  cities,  towns  and  villages  in  the  said 
state  of  Indiana,  to  wit  (here  state  names) ;  and  passing  through  the 
following  named  counties  in  the  said  state  of  Indiana,  to  wit  (here 
name)  ;  the  entire  length  of  said  railroad  heing  ahout  200  miles,  the 
same  to  be  operated  by  steam  or  other  motive  power;  and  to  build, 
construct,  manufacture  and  to  acquire  by  purchase,  lease  or  otherwise 
the  necessary  engines,  locomotives,  cars,  coaches,  and  railway  carriages 
and  rolling  stock  of  all  kinds  necessary,  sufficient  and  convenient  for 
the  proper  and  profitable  operation  of  such  railroad  and  sufficient  in 
number  and  capacity  to  properly  handle  and  haul  the  passengers,  trav- 
elers and  the  public  generally,  and  to  transport  and  convey,  protect  and 
care  for  all  freight  and  live  stock  and  all  other  goods,  stores  and  mer- 
chandise that  may  be  for  shipment  and  may  be  shipped  over  the  said 
railroad ;  to  acquire,  own  and  hold  sufficient  real  estate  in  the  said  city 
of  Cleveland  and  in  the  said  city  of  Indianapolis  and  in  the  said  cities', 
towns,  villages  and  counties  between  the  said  terminals  sufficient  and 
proper  for  terminal  stations,  depots,  stations,  waiting  houses,  freight 
houses,  telegraph  offices,  ticket  offices,  baggage  houses  and  any  and  all 
buildings,  structures  and  edifices  of  any  and  every  kind,  form  and  de- 
scription that  may  be  necessary,  convenient  or  proper  and  that  may  be 
conducive  and  helpful  to  the  proper  and  profitable  management  of  such 
railroad;  to  own  and  hold  sufficient  real  estate  at  any  or  all  of  said  cit- 
ies for  yards  for  the  proper  storage  of  such  cars,  coaches  and  railway 
carriages,  and  for  the  proper  unloading  of  such  cars,  coaches  and  rail- 
way carriages;  to  acquire  and  own  real  estate  at  any  or  all  of  the  said 
cities  for  the  purpose  of  constructing,  building,  owning,  maintaining 
and  operating  shops  for  the  manufacture,  making,  repairing  or  other- 
wise improving  such  coaches  and  railway  carriages  with  all  machinery, 
materials,  appliances,  tools  and  implements  necessary  to  such  manufac-. 
ture,  repair  or  improvement;  to  erecf:,  construct,  build,  and  make  in 
connection  with  said  railroad  and  on  and  along  its  right  of  way  a  gen- 
eral telegraph  system  with  poles,  arms,  wires,  cables,  and  with  all  nec- 
essary instruments,  appliances  and  implements  for  the  suitable,  proper 
and  profitable  operation  of  a  telegraph  line,  to  be  operated  in  connec- 
tion with  such  railroad  and  railroad  system  and  for  the  accommoda- 
tion of  the  public  generally  in  the  transmission  of  telegrams  and  mes- 
sages. 


266  CORPORATION   FORMS. 

FORM  370. 
Railroad  Appliances. 

1.  To  manufacture,  install  and  deal  in  mechanical,  electrical,  pneu- 
matic or  any  other  system  of  signaling,  interlocking,  block-signaling, 
and  safety  appliances  for  railroads  of  every  description. 

2.  To  manufacture,  install  and  deal  in  frogs,  switches,  crossings, 
switchstands,  and  any  other  devices  to  be  used  on  or  about  railroads. 

3.  To  manufacture,  install  and  deal  in.  any  and  all  kinds  of  appa- 
ratus, equipment  and  structures  which  may  be  used  in  or  as  incidental 
to,  the  transportation  of  persons  or  property  in  any  manner  whatsoever. 

4.  Also  fo  carry  on  a  general  machine  shop  business,  a  general 
blacksmithing  shop  business,  including  drop-forging  of  every  descrip- 
tion, a  general  foundry  business,  a  general  carpenter  shop  business,  a 
general  pattern  shop  business,  and  to  sell,  install  and  deal  in  any  and 
all  articles,  apparatus  and  devices  which  it  may  manufacture,  own  or 
control. 

FORM  371. 

Hailroad  Cars. 

The  manufacture  and  sale  of  railway,  passenger,  freight  and  street 
cars,  the  manufacture  and  sale  of  car  trucks,  car  wheels  and  any  and 
all  parts  of  cars  and  car  trucks,  including  truck  frames,  and  all  the 
accessories  thereto,  and  all  car  equipments  and  appliances  and  special- 
ties ;  the  manufacture  and  sale  of  all  products  of  steel  or  of  iron  or  of 
other  metals,  and  of  wood,  or  of  any  and  all  other  materials ;  the  man- 
ufacture and  sale  of  iron  castings,  steel  castings,  journal  bearings, 
malleable  iron ;  the  manufacture  and  sale  of  all  kinds  of  springs,  includ- 
ing car  springs;  the  manufacture  and  sale  of  all  kinds  of  waterpipes 
and  gaspipes  or  other  pipes;  to  manufacture,  purchase  or  otherwise 
acquire,  to  hold,  mortgage,  pledge,  sell,  assign  and  transfer  or  other- 
wise to  dispose  of,  to  invest,  trade,  deal  in  and  with  the  products,  mate- 
rials, goods,  wares,  merchandise,  and  property  of  every  class  and  de- 
scription, including  the  right  to  enter  into  or  upon  any  and  all  mercan- 
tile business  or  businesses,  and  for  that  purpose  to  acquire  by  purchase, 
lease  or  otherwise,  stores  or  property  available  therefor,  and  to  operate 
and  maintain  any  and  all  stores  or  warehouses  or  business  houses  nec- 
essary or  expedient  for  such  purpose ;  to  make  purchase,  sell  and  deal 
in  manufactured  articles  and  to  acquire  and  to  dispose  of  rights  to 
make  and  use  the  same;  to  purchase,  lease  or  otherwise  acquire  all  or 
any  part  of  the  business  and  assets  of  any  person,  firm,  association  or 


SPECIAL   OBJECT    CLAUSES.  267 

corporation  now  or  hereafter  engaged  in  a  business  similar  to  that  pro- 
posed to  be  carried  on  under  this  certificate  of  incorporation,  and  in 
the  purchase  of  an}'-  such  business  or  assets  to  assume  any  and  all  liabil- 
ities that  may  be  then  existing  upon  any  such  business  or  assets  so  pur- 
chased ;  to  purchase  or  otherwise  acquire  mines  and  mining  lands ;  to 
mine  any  and  all  metals,  to  engage  in  mining  in  all  its  branches,  and 
to  sell  or  dispose  of  the  products  of 'such  mining;  to  engage  in  smelting 
in  all  its  branches,  to  purchase  or  otherwise  acquire  lumber  lands,  to 
cut  and  mill  lumber,  to  establish  and  operate  lumber  mills  and  to  sell 
and  dispose  of  and  deal  in  lumber,  and  to  engage  in  the  lumber  busi- 
ness in  all  its  branches ;  to  establish  and  operate  rolling  mills ;  to  ac- 
quire by  lease,  purchase  or  otherwise  any  and  all  real  estate  necessary 
and  convenient  for  the  establishment  and  operation  of  rolling  mills,  and 
to  operate  and  maintain  the  same;  to  acquire  or  construct  railroads 
(other  than  railroads  within  the  state  of ),  steamships  or  ves- 
sels, to  use,  operate  and  maintain  the  same. 

FOEM  372. 

Railroad  Construction. 

The  construction  of  railways  and  the  undertaking  of  the  construc- 
tion of  railways,  and  the  doing  of  all  things  and  the  making  of  all  con- 
tracts incident  thereto ;  the  dealing  in  stocks,  bonds  and  other  securi- 
ties of  railroad  companies,  and  the  purchasing,  holding,  pledging 
and  selling,  or  contracting  to  purchase,  hold,  pledge  or  sell  the  same ; 
the  dealing  in  real  estate  and  the  purchasing,  holding,  selling,  renting, 
leasing  or  taking  by  gift  or  device,  or  acquiring  in  any  way  and  by  any 
manner,  right  or  title  any  real  estate ;  the  selling  or  renting  of  railroad 
property;  procuring  the  organization  of  franchises  for  any  railroad 
company. 

FOEM  373. 

Railroad  Contractors. 

Carrying  on  within  the  state  of and  every  portion  thereof 

the  business  of  contracting  with  any  person  or  any  corporation  having 
the  power  or  franchise  to  build  and  construct  railroads  or  other  works 
of  improvement  within-  said  states,  or  either  of  them,  to  build,  con- 
struct, equip,  enlarge  or  complete,  elevated,  surface  or  underground 
railroads  or  other  improvements  in  any  part  or  portion  thereof  for  any 
corporation  or  person,  and  to  receive  as  payment,  in  whole  or  in  part 
therefor  bonds  or  shares  or  securities  of  railroad  companies  or  other 


2G8  CORPORATION   FORMS. 

corporations,  and  to  sell,  hypothecate  or  otherwise  dispose  of  the  same, 
and,  for  the  purpose  of  said  business  to  lease,  purchase,  hold,  assign, 
convey,  mortgage  and  exchange  real  or  personal  property  or  contracts. 

FORM  374. 
Real  Estate. 

1.  To  improve,  manage  and  operate  real  property;  the  building, 
construction  and  alteration  of  houses  and  other  structures  thereon,  and 
the  development  of  real  property  generally,  the  buying,  selling  and  ex- 
changing of  real  property,  the  renting  and  leasing  of  real  property, 
improved  and  unimproved ;  to  make  all  mortgages  of  real  property  and 
borrow  money  thereon  by  mortgage  or  otherwise,  the  loaning  money 
upon  real  property  and  the  taking  of  mortgages  and  the  assignments 
of  mortgages  of  the  same ;  the  buying,  selling  and  dealing  in  bonds  and 
loans  secured  by  mortgages  or  other  liens  on  real  property ;  the  pur- 
chasing, manufacturing,  acquiring,  holding,  owning,  mortgaging, 
pledging,  leasing,  selling,  assigning  and  transferring,  investing  in, 
trading  in  and  dealing  in  goods,  wares,  merchandise  and  property  of 
every  kind  and  description,  and  the  carrying  on  of  any  of  the  above 
businesses  or  any  other  business  connected  therewith,  whether  the  same 
may  be  permitted  by  law,  either  manufacturing  or  otherwise,  and  to 
the  same  extent  as  the  laws  of  this  state  will  permit,  and  as  full  and 
with  all  the  powers  that  the  laws  of  this  state  confer  upon  corporations 
and  organizations  under  said  act,  and  to  do  any  and  all  of  the  business 
above  mentioned  and  set  forth  to  the  same  extent  as  natural  persons 
might  or  could  do. 

To  buy  and  sell  real  estate,  buy,  construct  and  sell  houses  and  other 
buildings,  buy  and  sell  lumber,  brick,  stone,  lime,  hardware  and  all 
other  kinds  of  material  used  by  builders,  buy  and  sell  coal  and  feed, 
conduct  a  general  brokerage  business  in  real  estate  and  insurance. 

To  buy,  sell,  rent  and  exchange  real  property,  improved  and  unim- 
proved; the  building,  construction  and  alteration  of  houses  thereon, 
and  the  management  and  development  of  real  property  generally;  to 
purchase,  manufacture,  acquire,  hold,  own,  mortgage,  pledge,  lease,  sell, 
assign  and  transfer,  to  invest,  trade,  deal  in  and  deal  with  goods,  wares 
and  merchandise  and  property  of  every  kind  and  description,  and  to 
carry  on  any  of  the  above  business  or  any  other  business  connected 
therewith,  wherever  the  same  may  be  permitted  by  law,  either  manufac- 
turing or  otherwise,  and  to  the  same  extent  as  the  laws  of  this  state 
will  permit,  and  as  fully  and  with  all  the  powers  that  the  laws  of  this 
state  confer  upon  corporations  and  organizations  under  this  act,  and  to 


SPECIAL   OBJECT    CLAUSES.  269 

do  any  and  all  of  the  business  above  mentioned  and  set  forth  to  the 
same  extent  as  natural  persons  might  or  could  do. 

FORM  375. 

Real  Estate  Agency  and  Brokerage. 

To  transact  a  general  real  estate  agency  and  brokerage  business,  in- 
cluding the  management  of  estates ;  to  act  as  agent,  broker  or  attorney 
in  fact  for  any  persons  or  corporations  in  buying,  selling  and  dealing 
in  real  property  and  any  and  every  estate  and  interest  therein,  and 
choses  in  action  secured  thereby,  judgments  resulting  therefrom,  and 
other  personal  property  collateral  thereto,  in  making  or  obtaining  loans 
upon  such  property,  in  supervising,  managing  and  protecting  such 
property  and  loans  and  all  interests  in  and  claims  affecting  the  same, 
in  effecting  insurance  against  fire  and  all  other  risks  thereon,  and  in 
managing  and  conducting  any  legal  actions,  proceedings  and  business 
relating  to  any  of  the  purposes  herein  mentioned  or  referred  to;  to 
register  mortgages  and  deeds  of  trust  of  real  property  or  chattels  real 
and  all  other  securities  collateral  thereto;  to  investigate  and  report 
upon  the  credit  and  financial  solvency  and  sufficiency  of  borrowers  and 
sureties  upon  such  securities ;  to  purchase  and  hold  real  property  and 
any  and  every  estate  and  interest  therein,  and  choses  in  action  secured 
thereby,  judgments  resulting  therefrom,  and  other  personal  property, 
collateral  thereto;  to  improve,  manage,  operate,  sell,  mortgage,  lease 
and  otherwise  dispose  of  any  property  so  acquired ;  to  loan  upon  such 
property,  and  to  take  mortgages  and  assignments  of  mortgages  of  the 
same;  and  to  transact  all  or  any. other  business  which  may  be  necessary 
or  incidental  or  proper  to  the  exercise  of  any  or  all  of  the  aforesaid 
purposes  of  the  corporation. 

FOEM  376. 
Realty. 

To  purchase,  lease,  hire  or  otherwise  acquire  real  and  personal  prop- 
erty, improved  and  unimproved,  of  every  kind  and  description,  and  to 
sell,  dispose  of,  lease,  convey  and  mortgage  said  property,  or  any  part 
thereof. 

To  acquire,  hold,  lease,  manage,  operate,  develop,  control,  build, 
erect,  maintain  for  the  purposes  of  said  company,  construct,  recon- 
struct or  purchase,  either  directly  or  through  ownership  of  stock  in  any 


270  CORPORATION   FORMS. 

corporation,  any  land?,  buildings,  offices,  stores,  warehouses,  mills, 
shops,  factories,  plants,  gas  houses,  machinery,  rights,  easements,  per- 
mits, privileges,  franchises  and  licenses,  and  all  other  things  which 
may  at  any  time  be  necessary  or  convenient  in  the  judgment  of  the 
board  of  directors  for  the  purposes  of  the  company. 

To  sell,  lease,  hire  or  otherwise  dispose  of  the  lands,  buildings  or 
other  property  of  the  company,  or  any  part  thereof. 

FORM  377. 

Restaurants. 

To  carry  on  the  business  of  owning,  leasing  and  operating  restau- 
rants, buying  and  selling  cigars  and  tobacco  in  every  form,  the  pur- 
chase and  sale  of  liquors  by  wholesale  and  at  retail;  conducting  and 
leasing  news  stands,  and  buying  and  selling  books,  papers,  magazines 
and  other  articles  in  connection  therewith;  to  provide  and  conduct 
newspaper  rooms,  reading  and  writing  rooms,  dressing  rooms,  tele- 
phones and  other  conveniences  for  the  use  of  customers  and  others; 
to  grant  to  other  persons  or  corporations  the  right  or  privilege  to  carry 
on  any  kind  of  business  on  the  premises  of  the  company  on  such  terms 
as  the  company  shall  deem  expedient  or  proper ;  to  conduct  and  operate 
and  to  acquire  and  convey  by  lease  or  otherwise  the  right  to  conduct 
restaurants  upon  vessels  plying  upon  any  of  the  rivers  or  harbors  of 
the  United  States,  or  upon  the  deep  seas ;  together  with  all  and  every 
kind  of  business  in  connection  therewith ;  to  buy,  sell,  manufacture,  re- 
pair, alter  and  exchange,  let  or  hire,  export  and  deal  in  all  kinds  of 
articles  and  things  which  may  be  required  for  the  purposes  of  any  of 
the  said  businesses  or  commonly  supplied  or  dealt  in  b}r  persons  en- 
-  gaged  in  any  such  businesses,  or  which  may  seem  capable  of  being  prof- 
itably dealt  with  in  connection  with  any  of  the  said  businesses. 

FORM  378. 

Retail  Clothing  and  Furnishings. 

To  conduct  a  store  or  stores  for  the  buying  and  selling  at  retail  men's 
and  boys'  clothing,  furnishing  goods,  shoes,  collars,  neckties,  shirts, 
suspenders,  underwear,  hats,  hosiery,  jewelry,  umbrellas,  handker- 
chiefs, mufflers,  bathrobes,  smoking  jackets,  and  gloves. 


SPECIAL   OBJECT    CLAUSES.  371 

FOEM  379. 

v  Rolling  Mill. 

To  build,  construct,  erect,  own,  manage,  control  and  operate  a  roll- 
ing mill  with  proper  and  sufficient  real  estate,  buildings,  blasts,  stacks, 
ovens,  furnaces  and  with  the  necessary,  suitable  and  proper  engines, 
boilers,  mills,  machinery,  tools,  Implements  and  appliances  in  connec- 
tion therewith  and  to  properly  and  profitably  run,  operate,  manage  and 
control  the  same,  for  the  purpose  of  melting,  smelting  and  reducing 
iron  ore  and  crude  iron  as  mined  and  for  the  purpose  of  extricating 
and  taking  the  iron  from  such  ore  and  reducing  the  same  to  ingots  and 
making  from  them  iron  bars,  rails  and  any  and  all  other  forms  as  may 
be  needed,  used  or  required,  and  to  make  and  produce  from  such  iron 
and  other  proper  and  necessary  materials,  steel  ingots,  steel  bars,  rails 
and  steel  castings  of  any  and  all  kinds  for  any  and  all  purposes  ordi- 
narily and  commercially  used,  and  to  do  and  perform  all  and  separately 
the  acts  and  things  necessary,  proper  and  profitable  in  the  management, 
control  and  operation  of  a  well  equipped  rolling  mill;  to  purchase, 
own,  keep  and  store  the  necessary  iron  ore  and  mining  products,  coal, 
coke,  gas  and  other  fuel  and  to  sell  at  wholesale  and  retail  all  iron  and 
steel  and  iron  and  steel  products  made  and  manufactured  in  said  roll- 
ing mill  and  all  the  by-products,  waste  and  any  and  all  materials  of 
any  and  every  kind  that  may  result  from  the  proper  use,  maintenance 
and  operation  of  said  rolling  mill ;  to  build,  construct,  own,  operate  and 
maintain  any  and  all  necessary  tracks,  tramways,  roadbed,  cars,  car- 
riages, conveyances  and  vehicles  with  suitable  and  sufficient  engines 
and  locomotives  operated  by  steam  or  electric  power  with  the  proper 
conveyance  and  transportation  of  iron  ore,  mine  products,  coal,  coke 
and  any  other  fuel,  and  for  the  general  transportation  and  conveyance 
of  the  necessary  and  suitable  material  needed  in  the  operation  of  such 
rolling  mill  and  for  the  proper  conveyance  and  transportation  of  the 
products  of  said  mill ;  to  purchase,  own  and  hold  by  lease  or  otherwise, 
mines  and  mineral  lands  from  which  iron,  iron  ore  and  iron  products 
may  be  mined,  to  be  used  in  the  running  and  operating  of  said  rolling 
mill;  to  properly  mine,  extract  and  take  from  such  lands  and  such 
mineral  lands  the  ore  and  iron ;  and  to  own,  use  and  maintain  in  the 
mining  thereof  any  and  all  necessary,  proper,  sufficient  and  convenient 
tools,  machinery,  appliances  and  implements  of  every  kind  and  charac- 
ter, used  in  the  profitable  mining  of  such  iron  and  iron  ore. 


272  CORPORATION   FORMS. 

FOEM  380. 

Rubber. 

To  make,  purchase  and  sell  rubber  boots  and  shoes  and  all  goods  of 
which  rubber  is  a  component  part,  and  the  various  materials  entering 
into  the  manufacture  of  any  and  all  such  goods,  and  also  to  acquire 
and  dispose  of  rights  to  make  and  use  any  and  all  such  goods  and  ma- 
terials ;  and  the  doing  and  transacting  all  acts,  business  and  things  in- 
cident to  or  relating  to  or  convenient  in  carrying  out  its  business  as 
aforesaid,  which  are  authorized  by  law,  including  the  purchasing  the 
stock  of  any  company  or  companies  owning,  mining,  manufacturing 
or  producing  materials  or  other  property  necessary  for  its  business,  or 
of  any  other  company  whose  shares  it  may  lawfully  purchase  and 
exercising  with  relation  thereto  all  the  rights,  powers  and  privileges  of 
individual  owners  of  the  shares  of  such  stock. 

FOEM  381. 

Rubber  Goods. 

To  buy,  own,  or  sell  as  owners  or  on  consignment,  deal  in,  produce 
and  manufacture  all  goods,  merchandise  and  articles  of  clothing  and  of 
general  use,  of  which  rubber  is  wholly  or  in  part  a  component,  and  all 
materials  and  substances  which  enter  into  the  manufacture  of  any  and 
all  such  goods,  merchandise  and  articles;  to  transact  any  and  all  busi- 
ness necessary  and  incident  to  any  and  all  purposes  and  objects  speci- 
fied above,  and  to  purchase,  own,  use  and  operate  all  kinds  of  machin- 
ery, implements,  tools,  devices  and  appliances  required  in  the  produc- 
tion and  manufacture  of  any  goods,  merchandise  and  articles  of  which 
rubber  is  a  component  part. 

FOEM  382. 

Rummage  Sales. 

To  acquire  by  purchase,  lease,  consignment  for  sale  on  commission 
or  otherwise,  and  to  sell,  barter  and  exchange  all  waste  products  of  the 
home  and  all  dry  goods  of  every  name  and  description,  including  all 
under  and  outer  garments  for  the  human  body,  textile  fabrics  of  all 
kinds,  laces,  embroideries  and  white  goods,  linens,  silks,  ribbons,  hand- 
kerchiefs, gloves,  hats,  caps,  shoes,  boots,  neckties,  coats,  jackets,  trou- 
sers, vests,  all  kinds  of  shirts,  stockings,  skirts,  waists,  bonnets,  head- 
dress, and  all  other  articles  worn  by  females ;  leather  goods,  household 


SPECIAL   OBJECT    CLAUSES.  273 

furniture,  ironmongery,  china  and  glassware,  crockery,  and  other 
household  decorations,  fittings  and  utensils,  ornaments,  bric-a-brac, 
stationery,  notions  and  fancy  goods,  drugs,  chemicals  and  other  articles 
and  commodities  of  personal  and  household  use  and  consumption,  all 
tools  and  implements  of  trade,  agriculture  or  of  general  use  and  con- 
venience, paper,  rags,  junk,  trunks  and  bags,  and  all  other  articles  for 
use  in  travel,  hardware,  jewelry,  plated  goods,  perfumery,  soap,  toilet 
goods  of  all  kinds,  and  all  articles  required  for  personal  ornament,  re- 
creation or  amusement,  watches,  clocks,  books,  newspapers,  musical  in- 
struments, bicycles  and  all  other  vehicles  and  all  appliances  that  be- 
long thereto,  harnesses,  saddles,  pictures,  photographs  and  provisions; 
and  to  this  end  to  acquire  by  purchase,  lease  or  otherwise,  lands  and 
buildings  within  or  without  the  state  to  promote  the  objects  and  pur- 
poses specified  above,  and  to  mortgage  and  convey  the  same. 

FORM  383. 

Salt. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in  salt 
and  the  products  thereof.  Also  to  acquire  by  purchase,  lease  or  other- 
wise lands  believed  to  contain  salt  and  other  minerals. 

FORM  384. 

Salvage. 

To  prepare,  keep,  maintain  and  employ  salvage  corps  for  the  purpose 
of  saving,  rescuing,  protecting  and  preserving  insured  property  and 
all  other  property  in  danger  of  being  destroyed  or  threatened  with 
loss,  destruction  or  injury  by  fire  or  by  water  used  in  extinguishing  or 
attempting  to  extinguish  the  fires  which  would  or  might  destroy  such 
property;  and  to  equip  such  salvage  corps  with  suitable  appliances, 
vehicles,  implements,  tools,  furnishings  and  all  needful  and  necessary 
articles  of  every  kind  and  description  necessary,  essential,  convenient 
and  proper  to  save,  protect  and  preserve  any  and  all  such  property 
from  being  destroyed,  when  threatened  to  be  destroyed  by  fire;  and  to 
properly  rescue,  protect  and  preserve  all  property  from  injurious  de- 
struction by  fire  or  water  resulting  from  an  attempt  to  preserve  and  ex- 
tinguish such  fire,  and  the  preservation  and  protection  of  such  prop- 
erty after  the  fire  is  extinguished,  or  after  the  same  is  rescued  from 
danger  by  reason  of  any  such  fires. 
18 — Thomp.  Cokp.  VII. 


274  CORPORATION    FORMS. 

FORM  385. 
Sanitarium. 

1.  To  establish,  conduct  and  maintain,  under  the  personal  and  di- 
rect supervision  of  duly  registered  and  skilled  physician  or  physicians 
and  nurses  and  attendants,  a  sanitarium  or  sanitariums,  for  the  re- 
moval of  the  appetite  and  desire  for  liquor,  morphine,  cocaine  and 
kindred  other  diseases,  and  the  treatment  and  cure  of  nervous  and 
chronic  diseases  arising  therefrom. 

2.  To  establish  and  maintain  an  institution  or  institutions  for  the 
t  reatment  and  care  of  the  sick,  and  to  establish  and  maintain  a  school 
or  schools  for  the  training  of  nurses  for  the  care  of  the  sick. 

FORM  386. 

Sash  and  Doors. 

To  manufacture  and  sell  sash,  doors,  frames,  moldings,  mill  work 
and  lumber  of  all  descriptions,  including  also  the  complete  furnishing 
of  the  same  ready  for  the  placing  in  buildings  and  also  including  glaz- 
ing and  painting  thereof  as  may  be  required,  and  selling  and  disposing 
of  the  same. 

FORM  387. 

Sauces  and  Pickles. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
sauce?,  catsups,  relishes,  pickles  and  garnishing  supplies:  to  buy,  lease 
or  otherwise  acquire,  construct,  maintain  and  operate  sauce  and  pickle 
factories,  cold  storage  receptacles,  warehouses  and  depots.  To  raise 
vegetables  and  fruits  of  all  classes  and  descriptions. 

FORM  388. 

Saw  Mills. 

1.  To  carrv  on  business  as  timber  merchants,  saw  mill  proprietors 
and  timber  growers,  and  to  buy,  sell,  grow,  prepare  for  market,  manip- 
ulate, import,  export  and  deal  in  timber  and  wood  of  all  kinds,  and  to 
manufacture  and  deal  in  articles  of  all  kinds  in  the  manufacture  of 
which  timber  or  wood  is  used,  and  to  carry  on  business  as  shipowners. 
and,  so  far  as  may  be  deemed  expedient,  the  business  of  general  mer- 


SPECIAL  OBJECT   GLAUSES.  875 

chants,  and  to  buy,  clear,  plant  and  work  timber  estates,  and  to  carry 
on  any  other  businesses  which  may  seem  to  the  company  capable  of 
being  conveniently  carried  on  in  connection  with  any  of  the  above,  or 
calculated  directly  or  indirectly  to  render  profitable  or  enhance  the 
value  of  the  company's  property  or  rights  for  the  time  being. 

2.  To  purchase,  lease  or  otherwise  acquire  timber-lands,  tracts  and 
rights. 

To  buy,  sell,  export,  import,  boom,  saw  and  prepare  for  market  and 
generally  deal  in  timber  and  wood  of  all  kinds. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in  all 
kinds  of  goods  and  articles  manufactured  from  wood,  and  generally  to 
carry  on  business  as  saw  mill  proprietors,  timber  and  lumber  dealers. 

FORM  380. 

Securities. 

To  loan  money  secured  by  mortgages  on  personal  property  or  real 
estate,  also  to  buy,  sell  and  deal  in  bonds,  notes,  loans  secured  by  mort- 
gages or  other  liens  on  personal  or  real  estate,  also  to  purchase,  hold, 
improve,  sell  or  exchange  real  estate,  also  to  purchase,  sell  and  deal  in 
notes,  bonds,  stocks,  securities  or  investments  of  any  kind,  with  lull 
power  to  borrow  such  moneys  as  it  may  require  lor  the  purpose  of  its 
business. 

FORM  390. 

Separators. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in  sepa- 
rating machines  of  all  kinds,  classes  and  description;  to  buy,  lease  OT 
otherwise  acquire,  construct,  operate  and  maintain  factories,  work- 
shops, warehouses  and  depots  for  the  manufacture  of  separating  ma- 
chines. 

FORM  391. 

Sewage. 

To  construct  and  maintain  sewers,  culverts,  conduit.^  and  pipes,  with 
all  necessary  inlets  and  appliances  For  surface,  undersurface  and 
age  drainage  for  the  health,  comfort  and  convenience  of  the  inhabi- 
tants and  the  sanitary    improvement  of  the   borough   of  ,  and 

of  fixing  and  regulating  the  price  of  connections  therewith  to  corpora 
tions,  Firms  and  individuals. 


276  CORPORATION    FORMS. 

FORM  392. 

Sewing  Machines. 

To  manufacture,  use,  operate  and  sell  dash  and  fender  sewing  ma- 
chines and  other  special  machines  and  appliances,  tools,  goods  and 
products,  and  to  own,  hold  and  control,  and  in  the  course  and  for  the 
purposes  of  such  business,  and  in  using  and  distributing  the  products, 
and  securing  the  advantages  of  the  same,  and  in  doing  all  things 
which  may  be  done  under  or  pursuant  to  this  certificate  of  incorpora- 
tion, to  own,  lease,  control,  construct  and  equip  buildings  and  property, 
real,  personal  and  mixed,  and  to  sell,  demise,  lease  or  otherwise  grant 
such  portions  of  the  same  as  it  may  not  desire  to  retain ;  to  own,  lease, 
possess  and  use  offices,  office  furniture,  tools,  implements  and  other  per- 
sonal property  of  every  name,  nature  and  description;  to  apply  for, 
obtain,  register,  purchase,  lease  and  otherwise  acquire,  and  to  hold, 
own,  use,  operate,  introduce  and  sell,  assign  or  otherwise  dispose  of  any 
and  all  trade  marks,  formulas,  secret  processes,  trade  names  or  distinc- 
tive marks,  and  all  inventions,  improvements  and  processes  used  in 
connection  with  or  secured  under  letters  patent  of  the  United  States, 
or  of  any  other  country,  or  countries,  or  otherwise,  and  to  use,  exercise 
develop,  grant  licenses  in  respect  of  or  otherwise  take  into  account 
any  or  all  such  trade  marks,  patents,  licenses,  concessions,  processes,  in- 
ventions and  the  like,  or  any  such  property  rights  or  information  so 
acquired;  to  manufacture  and  sell  articles  which  may  advantageously 
be  made  or  sold  in  connection  with  such  business ;  to  own,  control,  sell 
and  deal  in  stocks  and  bonds  of  corporations,  domestic  or  foreign,  in- 
cluding the  right  to  vote  thereon ;  and  to  issue  in  exchange  therefor  its 
stock,  bonds  or  other  obligations ;  to  borrow  money,  and  for  the  pur- 
pose of  securing  the  payment  of  sums  borrowed;  to  mortgage,  sell, 
transfer  or  pledge  any  real  or  personal  property,  including  its  fran- 
chise, and  in  general  to  do  and  perform  any  and  all  acts  and  negotiate 
and  carry  out  any  and  all  contracts  and  agreements  which  may  be  con- 
ducive to  the  sale,  disposition,  use,  introduction  or  value  of  the  manu- 
factures or  products  of  said  company,  or  any  rights,  processes  or  prop- 
erty of  any  name  or  nature  owned,  held  or  controlled  by  it,  including 
the  making  and  execution  of  contracts,  which  may  be  deemed  by  the 
directors  or  officers  necessary,  convenient  or  advantageous  thereunder, 
thereto  or  in  connection  therewith;  the  corporation  shall  have  power 
to  conduct  its  business  in  all  its  branches,  and  have  one  or  more  offices 

outside  of  the  state  of ,  and  may  keep  at  said  offices,  or  any 

thereof,  its  books,  papers  and  accounts,  other  than  its  stock  and  trans- 
fer book,  and  for  the  purpose  of  its  business  unlimitedly  to  purchase, 


SPECIAL   OBJECT    CLAUSES.  277 

acquire,  hold,  mortgage  and  convey  real  and  personal  property  in  the 
state  of ,  as  well  as  in  all  the  other  states  and  foreign  countries. 


FOEM  393. 

Sheep. 

To  carry  on  in  all  its  branches  a  general  live  stock  and  stock  raising 
farm  and  range  business ;  to  buy,  sell,  breed,  raise,  export,  import  and 
generally  deal  in  cattle,  sheep,  horses,  poultry  and  all  kinds  of  domestic 
animals. 

FOEM  394. 

Sheet  Metal. 

To  manufacture,  buy  and  sell  architectural  sheet  metal,  metallic  sky- 
lights and  metal  roofing  material  and  other  articles  of  metal  and  wood 
of  a  similar  character,  and  to  conduct  a  sheet  metal,  metallic  skylight 
and  metal  roofing  business. 

FOEM  395. 

Ship  Building. 

To  build,  make,  operate,  maintain,  buy,  sell,  deal  in  and  with,  own, 
lease,  pledge  and  otherwise  dispose  of  ships,  vessels  and  boats  of  every 
nature  and  kind  whatsoever,  together  with  all  materials,  articles,  tools, 
machinery  and  appliances  entering  into  or  suitable  and  convenient  for 
the  construction  or  equipment  thereof,  and  together  with  engines,  boil- 
ers, machinery  and  appurtenances  of  all  kinds,  and  tackle,  apparel  and 
furniture  of  all  kinds;  the  transportation  of  goods,  merchandise  and 
passengers  upon  land  or  water ;  building,  repairing  and  designing 
houses,  structures,  vessels,  ships,  boats,  wharves,  docks,  dry-docks,  rail- 
roads, engines,  cars,  machinery  and  all  other  equipment;  constructing, 
maintaining  and  operating  railroads  (other  than  railroads  within  the 

state  of  )  ;  to  build,  construct,  repair,  maintain  and  operate 

water,  gas  or  electrical  works,  tunnels,  bridges,  viaducts,  canals, 
wharves,  piers,  and  like  works  of  internal  improvement  or  public  use 
or  utility ;  to  own,  operate  and  maintain  steamship  lines,  vessel  lines, 
or  other  lines  of  transportation. 


278  CORPORATION   FORMS. 

FORM  396. 
Silk. 

To  buy,  sell,  manufacture,  work,  prepare,  treat  and  in  all  ways  han- 
dle and  deal  in  silk,  wool  and  other  textile  fabrics  of  all  kinds,  and 
the  cotton,  linen,  silk,  wool  and  other  threads  and  raw  materials  enter- 
ing into  the  composition  of  textile  fabrics  of  all  kinds. 

To  manufacture,  buy,  sell  and  in  all  ways  handle  and  deal  in  gloves 
and  other  articles  of  use,  wear  or  ornament,  into  the  manufacture  of 
which  silk  or  other  fabrics  enter  in  whole  or  in  part. 

To  provide,  own,  maintain,  sell,  lease,  mortgage,  convey,  improve 
and  in  all  ways  use  and  operate  factories,  buildings,  machinery,  equip- 
ments, works  and  facilities  generally  for  the  manufacturing,  selling, 
working,  preparing,  treating,  handling  and  dealing  in  silk  and  other 
textile  fabrics,  the  threads,  parts  and  raw  material  thereof,  and  the  ar- 
ticles whether  of  use,  wear  or  ornament  into  the  production  of  which 
such  silk  or  other  textile  fabrics,  threads  or  other  textile  fabrics, 
threads  or  other  raw  material  enter  in  whole  or  in  part. 

FORM  397 

Slate. 

To  mine,  manufacture,  prepare  and  sell  roof  slate  for  building  and 
commercial  purposes,  also  preparing  manufacturing  and  selling  mill 
stock,  i.  e.,  to  manufacture  slate  black  boards,  school  slates  and  slate 
pencils  out  of  waste  slate. 

FORM  398. 

Slate  and  Tile. 

To  manufacture,  buy,  sell,  export,  import  and  generally  deal  in  slate, 
stone,  tile,  brick,  marble  and  building  materials  of  all  kinds  and  de- 
scriptions. 

FORM  399. 

Slaughtering  Cattle. 

To  carry  on  the  business  of  slaughtering  cattle,  calves,  pigs,  sheep, 
lambs  and  other  animals  for  food  purposes,  and  dealing  in  and  con- 
tracting for  the  purchase  and  sale  of  all  kinds  of  products,  hides,  oil, 
fat,  offal,  horn,  glue,  fertilizers  and  other  by-products  arising  out  of 


SPECIAL   OBJECT    CLAUSES.  279 

the  slaughtering  of  animals  for  food  purposes  or  in  connection  there- 
with, and  to  manufacture,  buy,  sell,  exchange  and  deal  in  the  above 
specified  products  and  in  all  materials  used  in  the  manufacture  of  food 
products,  fertilizers,  or  in  any  of  the  matters  aforesaid. 

FORM  400. 

Slot  Machines. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in  slot 
machines  of  whatsoever  name  and  nature;  to  manufacture,  buy,  sell, 
import,  export  and  generally  deal  in  all  articles,  apparatus,  plants  and 
machinery  useful  in  or  which  may  be  used  in  connection  with  the 
foregoing  described  business  or  any  of  its  branches. 

FORM  401. 

Smelting. 

To  acquire,  by  purchase  or  otherwise,  and  to  build,  own,  control,  op- 
erate and  maintain  mills  and  works  for  the  crushing,  sampling  and 
treating  of  mineral-bearing  ores,  and  for  the  smelting,  reduction  and 
extraction  of  all  kinds  of  mineral-bearing  ores ;  and  to  buy,  sell,  assay, 
hold,  store,  ship  and  deal  in  such  ores  and  their  products  on  its  own 
account  and  as  factor  or  agent  for  others ;  to  acquire,  own  and  use  water 
and  water  rights  incident  to  said  mills  and  works ;  to  acquire,  buy,  pur- 
chase or  otherwise,  and  to  hold,  improve  and  sell,  or  otherwise  dispose 
of,  mines,  mill  sites  and  other  real  property. 

FORM  402. 

Soap. 

To  purchase,  produce,  manufacture,  sell  and  deal  in  perfumery,  oils, 
fats  and  scouring  products,  and  in  all  materials  and  compounds  which 
shall  partake  of  the  properties  of  soap,  or  be  similar  thereto  or  have  like 
uses. 

FORM  403. 

Spirits — Distilling. 

1.  To  manufacture,  buy,  sell,  deal  in,  distribute,  store,  warehouse, 
import  and  export  grain,  molasses  and  all  articles  used  in  connection 


280  CORPORATION    FORMS. 

with  the  operation  of  a  distillery,  and  to  manufacture,  buy,  sell,  deal  in, 
distribute,  store,  warehouse,  import  and  export  all  products  and  by- 
products of  such  articles. 

2.  To  do  a  general  warehouse  and  storage  business. 

3.  To  do  a  general  cooperage  business. 

4.  To  buy,  sell,  deal  in,  issue,  transfer,  register,  certify  and  guar- 
antee warehouse  receipts. 

5.  To  buy,  sell,  deal  in  and  feed  cattle. 

6.  To  carry,  transport,  ship  and  forward  and  cause  to  be  carried, 
transported,  shipped  and  forwarded  any  of  the  property  above  re- 
ferred to. 

7.  To  organize  or  cause  to  be  organized  under  the  laws  of  the  state 

of ,  or  of  any  other  state,  territory  or  country,  a  corporation  or 

corporations  for  the  purpose  of  accomplishing  in  the  state  of 

and  elsewhere  in  any  part  of  the  world,  any  of  the  objects  for  which 
this  corporation  is  organized  ;  to  subscribe  or  cause  to  be  subscribed  for, 
and  to  purchase  and  otherwise  acquire,  hold,  sell,  assign,  transfer, 
mortgage,  pledge,  exchange,  distribute  and  otherwise  dispose  of  the 
whole  or  any  part  of  the  shares  of  the  capital  stock,  bonds,  coupons, 
mortgages,  deeds  of  trust,  debentures,  securities,  obligations,  evidences 
of  indebtedness  and  property  of  such  other  corporation  or  corporations. 

8.  To  subscribe  or  cause  to  be  subscribed  for,  and  to  purchase  and 
otherwise  acquire,  hold,  sell,  assign,  transfer,  mortgage,  pledge,  ex- 
change, distribute  and  otherwise  dispose  of  the  whole  or  any  part  of 
the  shares  of  the  capital  stock,  bonds,  coupons,  mortgages,  deeds  of 
trust,  debentures,  securities,  obligations,  evidences  of  indebtedness, 
notes,  good  will,  rights,  assets  and  property  of  any  and  every  kind  or 
any  part  thereof  of  any  other  corporation  or  corporations,  association 
or  associations  now  or  hereafter  existing,  and  whether  created  by  the 

laws  of  the  state  of ,  or  of  any  other  state,  territory  or  country, 

and  to  operate,  manage  and  control  such  properties  or  any  of  them, 
either  in  the  name  of  such  other  corporation  or  corporations,  or  in  the 
name  of  this  corporation,  and  while  owners  of  any  of  said  shares  of 
capital  stock  to  exercise  all  the  rights,  powers  and  privileges  of  owner- 
ship of  every  kind  and  description,  including  the  right  to  vote  thereon, 
with  power  to  designate  some  person  for  that  purpose  from  time  to 
time  to  the  same  extent  as  natural  persons  might  or  could  do. 

9.  To  endorse,  guarantee  and  secure  the  payment  and  satisfaction  of 
the  bonds,  coupons,  mortgages,  deeds  of  trust,  debentures,  securities, 
obligations,  evidences  of  indebtedness  and  shares  of  the  capital  stock 
of  other  corporations,  and  also  to  guarantee  and  secure  the  payment  or 
satisfaction  of  dividends  on  shares  of  the  capital  stock  of  other  corpo- 
rations. 


SPECIAL   OBJECT    CLAUSES.  281 

10.  To  dissolve,  wind  up,  liquidate,  merge  or  consolidate  any  or  all 
of  such  other  corporations. 

FORM  404. 

Starch  Manufacturing. 

To  build,  construct,  acquire  and  own  real  estate  and  buildings  and 
to  make  and  manufacture  from  grain  and  other  materials  starch  and 
starch  products;  to  equip,  arrange  and  prepare  such  buildings  with 
such  engines,  boilers,  motive  power,  machinery,  tools,  and  appliances 
as  may  be  necessary,  proper  and  convenient  for  the  manufacture  for 
sale  and  trade  generally  of  starch  and  starch  products  of  all  the  various 
kinds,  qualities  and  brands  and  to  sell  the  same  upon  the  market. 

FORM  405. 

Steam. 

The  objects  for  which  the  corporation  is  formed  are  the  manufac- 
turing, producing,  vending,  and  supplying  of  hot  water,  or  steam,  hot 
air  or  other  aeriform  fluids  for  motive  power,  heating,  cooking  or 
other  useful  applications  in  the  streets,  public  places,  public  and  pri- 
vate buildings  in  the  city  of ,  and  manufacturing  and  laying  of 

mains  and  pipes  as  conductors  for  conveying  such  hot  water,  hot  air  or 
steam  or  fluids  from  the  streets,  avenues,  lanes,  alleys,  squares  and 
highways  of  said  city,  for  the  purpose  of  supplying  the  same  to  the 
city  and  its  inhabitants. 

FORM  406. 

Steam  Boilers  and  Heaters. 

To  manufacture,  make,  build  and  construct  steam  boilers  and  heat- 
ers ;  to  own  real  estate  and  buildings  and  to  equip  the  same  with  en- 
gines and  boilers  and  to  operate  the  same  with  steam  or  other  motive 
power,  and  with  all  the  necessary  machinery  and  appliances  for  the 
manufacture  of  steam  heaters,  boilers,  radiators,  and  to  make,  manu- 
facture and  build  boilers,  heaters  and  radiators,  suitable  and  proper 
for  the  purpose  of  heating  and  furnishing  steam  for  heating  buildings, 
dwellings,  business  houses,  and  any  and  all  other  structures  with  steam 
and  hot  water  to  sell  and  make  the  same. 


282  CORrORATIOX    FORMS. 

FORM  407. 

Steamship. 

To  build,  buy,  sell,  equip,  operate  and  own  steamships,  steamboats, 
sailing  ships,  boats  and  other  property  to  be  used  in  such  business, 
trade,  commerce  and  navigation;  purchasing  and  selling,  owning  and 
holding,  mortgaging  and  leasing  all  kinds  of  vessels  and  boats,  their 

apparel  and  tackle,  wharfs,  water  rights,  piers  and  lands  in and 

in  the  other  states  of  the  United  States,  and  in  such  other  places  as  the 
business  of  such  steamship  company  may  seem  to  require,  or  as  may 
be  necessary  or  convenient  for  the  business  of  the  company. 

FORM  408. 
Steel  Foundries. 

1.  To  manufacture  iron,  steel,  manganese,  coke,  copper,  lumber  and 
other  materials,  and  all  or  any  articles  consisting  or  partly  consisting 
of  iron,  steel,  copper,  wood  or  other  materials,  and  all  or  any  products 
thereof. 

2.  To  acquire,  own,  lease,  occupy,  use  or  develop  any  lands  con- 
taining coal  or  iron,  manganese,  stone  or  other  minerals  or  oil,  and  any 
woodlands  or  other  lands  for  any  purpose  of  the  company. 

3.  To  mine  or  otherwise  to  extract  or  remove  coal,  ores,  stone  and 
other  minerals  and  timber  from  any  lands  owned,  acquired,  leased  or 
occupied  by  the  company,  or  from  any  other  lands. 

4.  To  buy  and  sell,  or  otherwise  to  deal  or  to  traffic  in  iron,  steel, 
manganese,  copper,  stone,  ores,  coal,  coke,  wood,  lumber  and  other 
materials,  and  any  of  the  products  thereof,  and  any  articles  consisting 
or  partly  consisting  thereof. 

5.  To  construct  bridges,  buildings,  machinery,  ships,  boats,  engines, 
cars  and  other  equipment,  railroads,  docks,  slips,  elevators,  water 
works,  gas  works  and  electric  works,  viaducts,  aqueducts,  canals  and 
other  waterways,  and  any  other  means  of  transportation,  and  to  sell 
the  same,  or  otherwise  to  dispose  thereof,  or  to  maintain  and  operate 
the  same,  except  that  the  company  shall  not  maintain  or  operate  any 
railroad  or  canal  in  the  State  of . 

FORM  409. 

Stencils. 

To  manufacture  and  sell  inks,  type,  stencils,  labels,  stamps,  seals, 
dies,  tags,  tickets,  checks,  badges,  medals,  pattern  letters,  burning 


SPECIAL    OBJECT    CLAUSES.  283 

brands,  numbering  machines,  check  protectors,  stencil  colors  and 
brushes,  from  wood,  paper,  rubber  and  metal,  and  other  similar  articles 
of  commerce  from  wood,  paper,  rubber  or  metal  or  other  materials. 

FOEM  410. 

Stereopticon  Machines. 

To  manufacture,  construct,  buy,  sell,  import,  export  and  generally 
deal  in  stereopticon  machines,  whether  automatic  or  otherwise,  of  all 
kinds  and  description;  and  in  connection  therewith  to  buy,  sell,  lease 
or  otherwise  acquire  suitable  stores,  space  in  expositions  and  fairs  and 
concessions  of  all  kinds. 

FOEM  411. 

Stereopticon  Views. 

To  manufacture,  sell  or  deal  in  stereopticon,  optical  or  photographic 
productions,  publications,  supplies  and  accessories  of  every  kind  and 
description,  illustrations  and  publications  of,  by  or  about  the  same,  or 
another  subject  or  subjects,  together  with  the  right  to  manufacture  any 
and  all  machinery  made  or  used  in  their  said  business,  including  stereo- 
scopes, lenses,  paper,  cardboards  and  any  and  all  other  kind  of  material 
used  in  or  about  or  necessary  to  the  successful  operation  of  their  said 
business,  together  with  the  right  to  manufacture  stereopticons,  lan- 
tern slides  and  novelties,  photographic  and  otherwise,  including  cal- 
endar and  color  plates. 

FOEM  412. 

Stevedores. 

To  carry  on  business  as  stevedores  in  the  city  of and  vicinity, 

and  in  connection  therewith  to  buy  and  sell  trucks,  wheelbarrows, 
hoisting  machinery,  apparatus,  donkey-engines,  draft  animals  and  all 
kinds  of  appliances  necessary,  useful  or  convenient  to  the  proper  trans- 
action of  the  business  of  stevedores. 

FOEM  413. 

Stock  Foods. 

To  manufacture  and  compound  poultry,  horse  and  cattle  feeds  and 
remedies,  and  to  sell  and  deal  in  the  product  of  the  same,  and  to  buy, 


284  CORPORATION   FORMS. 

sell,  and  deal  in  grain,  straw  and  hay  and  other  food  products  for  poul- 
try or  horse  and  cattle. 

FORM  414. 

Stock  Yards. 

To  acquire,  own  and  hold  by  purchase  or  lease  real  estate  and  to 
erect,  build  and  construct  and  maintain  thereon  and  in  connection 
therewith  stock  yards  and  yards,  buildings,  pens,  lots  and  structures 
of  every  kind  for  the  necessary  and  proper  equipment  of  yards  for 
stock  and  for  the  purpose  of  selling  and  disposing  of  live  stock ;  and  to 
keep  in  connection  therewith  all  kinds  of  grain  and  feed  with  which 
to  supply  such  stock  so  kept,  and  to  furnish  to  the  public  generally 
and  the  owners  of  live  stock  who  desire  to  sell  and  market  the  same 
for  hire,  suitable  facilities,  places,  pens,  lots,  barns,  stables  and 
structures  for  the  proper  showing,  displaying,  disposing  and  selling  of 
any  and  all  kinds  of  live  stock. 

FORM  415. 

Storage  Batteries. 

To  manufacture,  buy,  sell,  lease  and  rent  all  kinds  of  storage  bat- 
teries, all  kinds  of  electrical  machinery  and  appliances,  and  all  kinds 
of  machines  and  machinery  and  all  kinds  of  property  and  any  material 
in  any  way  used  or  to  be  used  in  or  about  said  articles  or  said  business. 

FORM  416. 

Street  Railroad  (1). 

To  build,  construct,  lease  or  otherwise  acquire,  and  to  own,  operate 
and  maintain  a  street  railroad  with  the  necessary  switches,  turnouts, 
side  tracks  and  double  tracks,  to  be  operated  by  steam,  electricity,  gas 
or  other  motive  power,  for  the  conveyance  of  residents,  persons,  people, 
travelers,  passengers  and  the  public  generally  on,  over  and  through 
the  city  of  Pittsburg  in  the  county  of  Allegheny,  and  state  of  Penn- 
sylvania and  the  cities  of  Allegheny,  East  Pittsburg, ,  , 

in  said  county,  beginning  at  the  intersection  of  and  ■ 

streets,  and  running  and  extending  along  and  over  (here  describe  the 
route  in  detail,  giving  each  street  through  which  the  proposed  road 
will  run),  with  the  right  to  extend  the  same  beyond  either  terminus. 


SPECIAL  OBJECT   CLAUSES.  285 

FORM  417. 

Street  Railroad  (2). 

To  build,  construct  or  otherwise  acquire,  and  to  own,  maintain,  oper- 
ate, manage  and  control  a  street  railroad  with  the  necessary  tracks, 
double  tracks,  switches,  turnouts  and  side  tracks  in  the  city  of  Indi- 
anapolis, in  Marion  County,  Indiana;  and  to  build,  construct,  main- 
tain, run  and  operate  a  power  house  with  engines,  boilers,  dynamo, 
machinery  and  all  necessary,  suitable,  proper  and  convenient  appli- 
ances for  the  purpose  of  making,  manufacturing,  producing  and  gen- 
erating electricity;  to  own,  construct,  set  and  erect  and  extend  and 
stretch  poles,  lines,  wires  and  cables  on  and  along,  over  and  through 
the  said  streets  of  the  said  city  of  Indianapolis,  in  connection  with, 
attached  to  and  over  and  along  the  said  tracks,  double  tracks,  switches 
and  turnouts  of  the  said  line  and  lines  of  railroad  tracks;  to  own, 
build,  construct,  operate,  run  and  manage  shops  with  engines,  boilers, 
machinery  and  appliances  of  any  and  all  kinds  and  description  neces- 
sary, proper  and  convenient  for  the  manufacture,  building,  construct- 
ing, improving  and  repairing  street  cars,  carriages  and  conveyances  to 
be  run,  hauled,  drawn,  taken  and  operated  by  electric  motive  power  on 
the  said  tracks,  double  tracks,  turnouts  and  switches  in  and  through 
the  said  city  of  Indianapolis;  to  maintain,  equip,  run  and  operate  a 
complete  electric  street  railroad  with  electricity  or  other  motive  power 
for  the  conveyance  of  persons,  people,  passengers,  residents,  travelers 
and  the  public  generally,  in,  through,  over  and  along  the  streets  of  the 
said  city  of  Indianapolis,  its  suburbs  and  the  towns,  communities, 
districts  and  places  adjacent  thereto,  the  same  to  be  laid,  erected,  con- 
stiucted,  extended,  run  and  operated  through,  over,  on,  upon  and  along 
the  line  of  route,  streets,  highways,  avenues  and  thoroughfares  of  the 
said  city  and  adjacent  territories  according  to  and  pursuant  to  the 
franchise  granted  by  the  city  council  of  the  said  city  of  Indianapolis 
as  follows,  to  wit : 

(Here  describe  lines  of  routes,  streets,  avenues,  etc.,  according  to 
the  franchise)  ;  with  the  right  to  extend  and  operate  the  same  from 
time  to  time  as  the  same  may  become  necessary  and  as  the  corporation 
may  be  ordered  and  directed  by  the  city  council  of  the  said  city  of 
Indianapolis. 

FOEM  418. 

Street  Railroad  (3). 

To  construct,  purchase  or  rent  from  other  companies  or  persons  or 
by  renting,  or  operating  contracts  obtained  from  such  companies  or 


286  CORPORATION   FORMS. 

persons,  the  use  and  possession  of,  or  to  otherwise  acquire  lines  and  sys- 
tems of  street  and  interurban  street  railroad  in,  to,  through  and  be- 
tween- cities,  towns  and  villages  of  (here  name  towns)  in  the  counties 

of  (here  name  counties)  all  in  the  state  of and  to  a  point  on 

the  state  line  due  west  to  the  city  of ,  and  connecting  at  such 

point  with  lines  of  interurban  street  railroads  in  the  city  of , 

and  to  maintain  and  operate  such  lines  and  systems,  with  all  powers 
which  a  corporation  organized  under  the  laws  of  the  state  of  Indiana 
for  the  incorporation  of  street  and  interurban  street  railroad  com- 
panies has  or  may  have  to  consolidate  with  companies  owning  or  oper- 
ating such  railroad  in  the  state  of  ,  or  to  purchase,  lease  or 

otherwise  acquire  such  road,  or  by  renting,  or  operating  contracts  or 
agreements  to  obtain  and  have  the  use  of  such  railroads  for  the  trans- 
portation of  all  passengers  and  property  in  connection  with  the  line 
of  street  and  interurban  street  railroads  operated  by  such  corporation 

in  the  state  of .     Also  that  the  power  which  said  corporation 

has  or  may  have  under  the  laws  of  the  state  of  Indiana  to  produce  and 
dispose  of  electricity  and  steam  for  lights,  heat  or  power  or  for  other 
purposes  to  which  it  may  be  adapted  and  the  consent  of  all  the  present 
and  future  stockholders  of  the  company  is  hereby  given  to  purchase 
or  acquire,  hold  and  use  by  this  company  or  the  plant  and  other 
property,  real  and  personal,  right,  contracts,  privileges,  easements  and 
franchises  of  any  incorporated  company  which,  or  person  or  persons 
who,  may  be  engaged  in  supplying  electricity  or  steam  for  light,  heat 
or  power  in  any  cities  or  towns  in  the  vicinity  thereof  named  in  these 
articles  of  association. 

The  maintenance  and  operation  of  the  street  and  interurban  street 
railroad  and  other  businesses  and  operations  of  the  company  may  be 
carried  on  in,  to,  through  and  between  the  towns,  cities  and  villages 
herein  named  or  any  of  them  and  other  intermediate  cities,  towns  and 
villages. 

FOKM  419. 

Street  Sprinkling  and  Cleaning. 

To  engage  in  the  business  of  sprinkling  and  cleaning  streets,  ave- 
nues, alleys,  sidewalks  and  roadways  generally;  and  to  acquire,  own, 
equip  and  maintain  vehicles,  machines,  implements  and  appliances  for 
the  purpose  of  collecting  and  removing  dirt,  dust,  filth,  and  all  ac- 
cumulations upon  said  streets,  avenues,  alleys,  sidewalks  and  roadways 
generally,  to  be  operated  by  horses  or  by  steam,  electric,  gasoline  or 
other  motive  power;  and  to  own,  equip  and  maintain  in  connection 
therewith  vehicles,  machines,  wagons  and  other  implements  and  ap- 


SPECIAL   OBJECT    CLAUSES.  287 

pliances  for  the  purpose  of  washing,  wetting  and  sprinkling  such 
streets,  avenues,  alleys,  roadways  and  sidewalks,  the  same  to  be  oper- 
ated with  horses  or  other  motive  power;  and  to  keep,  maintain  and 
employ  a  corps  of  men  with  animals  or  other  motive  power  sufficient 
that  such  vehicles,  wagons,  machines,  instruments  and  appliances  to 
properly  clean,  wet  and  sprinkle  the  said  streets,  avenues,  alleys,  side- 
walks and  roadways  of  the  city  of or  any  part  thereof. 

FOEM  420. 
Sugar. 

1.  To  acquire  by  purchase,  lease,  exchange  or  otherwise  plantations, 
lands  or  any  interest  therein,  machinery,  tools  and  instruments,  either 
in  the  United  States  or  without  the  United  States;  to  acquire,  con- 
struct and  operate  sugar  or  other  plantations ;  sugar  or  other  refineries, 
buildings,  mills,  factories,  distilleries,  paper  mills,  oil  wells  and  other 
works;  to  plant,  cultivate  and  deal  in  sugar  cane,  maize,  tobacco  or 
other  crops;  to  purchase,  sell,  raise  and  deal  in  live  stock;  to  buy, 
acquire,  build,  possess,  rent  or  sell  dwelling  houses;  to  own,  lease  or 
otherwise  acquire  stores,  and  to  do  a  general  merchandise  "business. 

2.  To  carry  on  the  business  of  manufacturing,  producing,  refining, 
adapting,  preparing,  buying,  selling  and  dealing  in,  and  shipping  and 
transporting  sugar  cane,  sugar,  molasses,  syrups,  melada  and  all  the 
products  thereof. 

3.  To  operate  refineries,  distilleries,  paper  mills,  oil  wells  and  plan- 
tations ;  to  receive,  forward  and  transport  all  classes  of  freight  by  land 
or  water;  to  carry  on  in  the  Island  of  Cuba  or  out  of  it  business  in 
agriculture,  mining  operations  and  manufactures  of  all  kinds. 

4.  To  construct  or  acquire  and  operate  steamboat  and  sailing  ves- 
sels, docks  or  wharves  convenient  or  necessary  to  the  business  of  the 
company. 

5.  To  acquire  or  construct  railroads  (other  than  railroads  within 
the  state  of ),  and  to  operate  the  same. 

6.  To  purchase,  receive,  own  and  sell  bonds,  mortgages,  debentures, 
notes,  shares  of  capital  stock  and  other  securities,  contracts  or  other 
evidences  of  indebtedness  of  any  other  corporation,  and,  while  the 
owner  and  holder  thereof,  to  exercise,  in  respect  thereto,  any  and  all 
the  rights,  power  and  privileges  of  individual  owners  thereof. 

7.  To  carry  on  the  business  of  warehousing  and  all  business  neces- 
sary and  impliedly  incidental  thereto. 

8.  To  issue  certificates,  negotiable  or  otherwise,  to  persons  ware- 
housing goods  with  the  company ;  to  act  as  general  warehousemen,  to 


288  CORPORATION    FORMS. 

make  advances  or  loans  upon  the  security  of  such  goods  or  otherwise ; 
to  enter  into  and  perform  contracts  of  every  sort  and  kind,  with  any 
person,  firm,  association  or  corporation;  to  manage  the  affairs  or  take 
over  and  carry  on  the  business  of  any  other  company,  either  by  acquir- 
ing shares  of  stock  and  other  securities  thereof  or  otherwise;  to  exer- 
cise all  and  any  of  the  powers  of  owners  or  holders  of  shares  of  stock 
or  securities  thereof;  to  receive  and  distribute  as  profits  the  dividends 
and  interest  of  such  shares  of  stock  or  securities. 

FORM  421. 

Sugar  Refineries. 

The  planting,  cultivating,  growing,  producing,  buying,  importing, 
manufacturing,  selling,  exporting  and  dealing  in  sugar  and  coffee  in 
all  their  forms,  and  food  products  generally,  and  the  carrying  on  of 
any  business,  collateral  or  incidental  thereto,  and  also  the  acquiring, 
holding,  purchasing,  mortgaging,  leasing,  conveying  and  disposing  of 
real  and  personal  property,  both  tangible  and  intangible,  and  licenses, 

rights  and  patents,  as  well  within  the  state  of as  out  of  said 

state ;  the  giving  of  notes,  bonds,  obligations,  pledges,  securities,  mort- 
gages and  contracts ;  the  receiving,  holding,  owning  and  selling  of  the 
bonds  and  obligations  of  other  corporations  and  persons ;  and  the  hold- 
ing, owning,  voting  upon,  transferring,  hypothecating  and  selling  of 
the  shares  of  other  corporations,  domestic  and  foreign.  The  business 
of  the  corporation  in  all  its  branches  is  to  be  conducted  not  only  in  the 

state  of ,  but  also  in  any  of  the  states  east  of  the  Mississippi 

Eiver  and  such  other  states  and  territories  of  the  United  States  as  the 
board  of  directors  may  determine ;  and  may  also,  if  they  so  decide,  be 
conducted  in  foreign  countries.  Any  or  all  of  the  powers  in  this  cer- 
tificate enumerated,  and  any  other  powers  which  the  corporation  shall 
possess,  may,  so  far  as  permitted  by  law,  be  exercised  by  the  board  of 
directors  without  action  by  the  stockholders.  No  concurrence  by  the 
stockholders  shall  be  necessary  in  the  purchase,  lease,  mortgage,  sale  or 
other  disposition  of  any  real  or  personal  property  wheresoever  situate. 

FORM  422. 

*  Surgical  Instruments. 

To  manufacture  and  generally  deal  in  surgical  instruments  and  ap- 
pliances of  all  kinds  and  descriptions. 


SPECIAL   OBJECT    CLAUSES.  289 

FOEM  423. 

Table  Water. 

To  bottle  and  sell  natural  and  carbonated  mineral  spring  water  at 
wholesale  and  retail  so  far  as  may  be  necessary,  to  purchase  springs  of 
pure  water  and  land  for  erecting  the  proper  buildings  for  carrying  on 
said  business. 

FORM  424. 

Tanneries. 

To  construct,  build,  maintain,  operate  one  or  more  tanneries  in  the 

state  of ,  also  to  buy,  sell,  import,  export  and  generally  deal  in 

hides,  skins,  raw  and  finished,  and  leather  of  all  classes  and  descrip- 
tions. Also  to  purchase,  sell,  lease  or  otherwise  acquire  lands,  timber 
and  bark  required  for  the  operation  of  the  aforesaid  line  of  business. 

FOEM  425. 

Telegraph. 

To  build,  construct,  own  and  acquire  by  purchase,  lease  or  other- 
wise a  complete  telegraph  line,  from  the  city  of  New  York  in  the  state 
of  New  York  as  one  terminus,  to  the  city  of  Chicago  in  the  state  of 
Illinois  as  the  other  terminus,  and  passing  through  the  said  states  of 
New  York,  Pennsylvania,  Ohio,  Illinois  and  Indiana,  and  passing  into 
and  through  the  following  cities  in  the  said  state  of  New  York  (here 
state  names  of  cities),  the  following  named  cities  in  the  state   of 
Pennsylvania,  (here  state  names  of  cities),  the  following  named  cities 
in  the  state  of  Ohio  (here  name  cities  in  Ohio),  the  following  named 
cities  in  the  state  of  Illinois  (here  state  names  of  cities)  and  the  fol- 
lowing named  cities  in  the  state  of  Indiana   (here  state  names  of 
cities),  the  entire  length  of  line  being  about  one  thousand  miles;  to 
acquire,  own  and  hold  the  right  and  rights  of  way  with  the  necessary 
poles,  supports,  wires,  lines  and  cables  and  with  the  necessary  instru- 
ments, batteries,  machines,  appliances  and  articles  for  the  complete 
operation  of  the  same ;  and  to  manage,  operate,  control  and  use  such 
telegraph  lines  and  systems  for  the  use  and  benefit  of  the  public  gen- 
erally, for  hire,  and  to  send  and  transmit  messages,  telegrams  and 
communications  for  hire  for  the  public  generally,  and  to  do  and  en- 
gage in  the  general  business  of  sending  messages,  telegrams  and  com- 
munications by  telegraph  for  hire  as  a  common  carrier. 
19 — Thomp.  Corp.  VII. 


290  CORPORATION   FORMS. 

FORM  426. 

Telephone. 

To  build,  construct,  operate  and  maintain  a  telephone  exchange, 
with  poles,  lines  and  supports;  the  same  to  be  constructed,  operated 
and  maintained  in,  through,  along  and  over  the  streets,  avenues  and 
alleys  generally  of  the  city  of  Dover,  state  of  Delaware,  and  to  be 
maintained  and  operated  with  such  poles,  supports,  lines,  together  with 
instruments,  receivers,  transmitters  and  batteries,  together  with  all 
instruments  and  appliances  suitable,  necessary  and  convenient  for  the 
proper  and  profitable  use  of  a  general  telephone  exchange  and  system, 
for  hire,  for  the  use,  convenience  and  accommodation  of  the  citizens 
and  residents  and  the  public  generally  of  the  said  city  of  Dover. 

FORM  427. 

Tile. 

To  acquire  by  purchase  or  lease  real  estate,  and  to  build,  construct 
and  erect  buildings,  structures  and  edifices  for  the  purpose  of  making 
and  manufacturing  tile ;  to  prepare,  arrange  and  equip  such  buildings 
with  machinery,  tools,  implements,  furnaces,  blasts  and  all  the  neces- 
sary equipments  for  the  complete  manufacture  and  production  of  tile 
and  tiling  for  floors,  walks,  roofs,  hearths,  mantels,  walls,  and  for  any 
and  all  uses  to  which  any  such  tile  and  tiling  can  be  put  or  used ;  to 
purchase,  acquire  and  keep  on  hand  for  such  manufacture  the  proper 
materials  for  the  manufacture  of  such  tile  and  tiling;  and  to  employ 
in  the  operation  of  said  building  and  in  the  manufacture  and  making 
of  such  tile  and  tiling  a  sufficient  corps  of  laborers  and  skilled  me- 
chanics and  artisans  to  make  and  manufacture  such  tile  and  tiling; 
and  to  deal  in  and  buy  and  sell  at  wholesale  and  retail  plain  and  fancy 
tile  and  tiling  and  clay  goods  and  products  generally. 

FORM  428. 

Theater  and  Music  Hall. 

To  carry  on  the  business  of  theatrical  proprietors,  music  hall  pro- 
prietors, caterers  for  public  entertainments,  concerts  and  exhibitions, 
ballets,  conjuring,  juggling  and  other  variety  entertainments,  and  to 
provide,  engage  and  employ  actors,  dancers,  singers,  variety  perform- 
ers, athletes  and  theatrical  and  musical  artists,  and  to  produce  and  pre- 


SPECIAL   OBJECT    CLAUSES.  291 

sent  to  the  public  all  sorts  of  shows,  exhibitions  and  amusements  which 
are  or  may  be  produced  at  a  theater  or  music  hall. 

To  carry  on  the  business  of  restaurant  keepers  and  vendors  of  wine, 
spirits  and  tobacco,  mineral  waters  and  provisions,  and  of  refreshment 
contractors  generally. 

To  acquire  copyrights,  right  of  representation,  licenses  and  privi- 
leges of  any  sort  likely  to  be  conducive  to  the  objects  of  the  company, 
and  to  employ  persons  to  write,  compose  or  invent  plays,  songs,  inter- 
ludes, prologues,  epilogues,  poetry,  music  and  dances,  and  to  remuner- 
ate such  persons,  and  to  print  or  publish,  or  cause  to  be  printed  or  pub- 
lished any  play,  poem,  song  or  works  of  which  the  company  may  have 
the  copyright  or  the  right  to  publish ;  and  to  sell,  distribute  and  deal 
with  any  matter  so  printed  as  the  company  may  see  fit ;  and  to  grant 
licenses  or  rights  in  respect  of  any  property  of  the  company  to  any 
other  person,  firm  or  company. 

FOEM  429. 

Theatrical. 

The  purposes  for  which  this  corporation  is  to  be  formed  are  as  fol- 
lows: To  encourage  and  cultivate  a  taste  for  music,  literature  and  the 
arts,  and  to  erect,  maintain,  purchase  or  rent,  one  or  more  buildings  for 

that  purpose ;  to  give  or  cause  to  be  given  in  the  cities  of and 

,  and  any  other  cities  or  towns  in  the  United  States  and  else- 
where operatic  or  dramatic  representations,  concerts  and  other  enter- 
tainments ;  to  acquire,  equip  and  maintain  by  purchase,  lease  or  other- 
wise, one  or  more  theaters  or  opera  houses ;  to  acquire  all  necessary  cos- 
tumes, scenery,  properties,  musical  libraries  and  other  material  for 
use  in  connection  with  the  giving  of  operatic  or  dramatic  entertain- 
ments. 

FOBM  430. 

Thread. 

To  manufacture  cotton,  linen,  silk,  wool  and  other  threads,  cloths, 
fabrics  and  other  manufacturers,  articles  and  goods  composed  in  whole 
or  in  part  of  cotton,  flax,  hemp,  silk,  wool  or  other  material;  to  buy, 
grow,  prepare  and  sell  the  stock  and  raw  material  for  said  manufac- 
ture, and  to  purchase  or  manufacture  blocks,  spools,  bobbins,  boxes, 
tickets,  labels,  wrappers,  show  cards,  machines,  tools  and  other  appli- 
ances, articles  or  products  whatsoever  required  in,  and  connected  with 
the  said  business,  and  the  trading  in,  dealing  in,  selling  and  disposing 
of  the  articles  purchased  or  manufactured  by  the  company. 


292  CORPORATION    FORMS. 

FORM  431. 

Title  Insurance. 

For  insuring  title  to  real  estate  and  making  and  certifying  to  ab- 
stracts of  titles  of  real  estate,  examining  records  for  liens  and  incum- 
brances of  all  kinds,  and  for  sufficient  consideration  to  insure  any  and 
all  titles  so  abstracted  and  certified  and  to  guarantee  to  any  purchaser 
or  intended  purchaser  that  the  title  of  any  property  so  abstracted  is 
good  in  law  and  free  from  all  liens  and  incumbrances  as  shown  by  any 
such  abstract  so  furnished,  and  to  indemnify  by  bond  or  otherwise  for 
a  sufficient  consideration  the  legality  and  validity  of  any  such  title  in 
law. 

FOKM  432. 

Tobacco. 

1.  The  purposes  for  which  this  corporation  is  to  be  formed  are :  To 
own,  acquire,  maintain,  carry  on  and  conduct  the  business  of  wholesale 
and  retail  cigar  and  tobacco  dealers,  and  generally  to  deal  in  and  with 
cigars,  cigarettes,  tobaccos  and  tobacco  products  of  all  kinds  and  forms, 
and  articles  and  materials  in  any  wise  related  thereto  or  connected 
therewith. 

2.  To  buy,  sell,  deal  in,  use,  operate  and  maintain  the  business  and 
good  will,  trade  marks,  trade  names,  property,  fixtures,  plans  and  ap- 
purtenances of  any  kind  belonging  to  persons  or  corporations  now  or 
hereafter  engaged  in  a  business  similar  to  that  of  this  corporation,  and 
in  the  manufacture  and  sale  of  property  and  the  construction  of  works 
necessary  or  useful  to  the  business  of  this  corporation,  and  to  pay  for 
the  same  in  cash  or  in  the  stock,  bonds  or  other  evidences  of  indebted- 
ness of  this  company. 

3.  To  lease,  buy,  sell  and  deal  in  real  estate,  improved  or  unim- 
proved, and  to  purchase,  manufacture,  acquire,  hold,  own,  mortgage, 
pledge,  lease,  sell,  assign,  transfer,  invest  in,  trade,  deal  in  or  with 
goods,  wares,  merchandise  and  property  of  every  description,  and  to 
carry  on  any  of  the  above  business  or  any  other  business  connected 
with  them,  either  manufacturing  or  otherwise,  both  within  the  state 

of  or  elsewhere,  to  the  extent  that  the  laws  of  the  state  will 

permit. 

4.  To  purchase,  acquire,  hold  and  dispose  of  the  stocks,  bonds  and 
other  evidences  of  indebtedness  to  any  corporation,  domestic  or  for- 
eign, and  issue  in  exchange  therefor  its  stock,  bonds  or  other  obliga- 
tions, and  while  owner  of  any  such  stock,  bonds  or  other  obligations 


SPECIAL   OBJECT    CLAUSES.  293 

to  possess  and  exercise  in  respect  thereof  all  the  rights  and  powers  and 
privileges  of  individual  owners  or  holders  thereof,  and  to  exercise  any 
and  all  voting  powers  thereon. 

5.  To  do  all  or  any  acts  in  furtherance  of  any  of  the  above-named 
powers  or  necessary  or  incidental  to  the  conducting  of  any  business 
herein,  and  for  promoting  and  securing  greater  economies  in  the  opera- 
tion thereof. 

FOEM  433. 
Towing  and  Transportation. 

1.  To  build,  construct,  fit,  equip,  furnish,  own,  purchase,  charter, 
use,  operate  and  navigate  boats,  barges  and  vessels  of  all  classes  and 
descriptions  propelled  by  sail,  steam,  electricity  or  other  power,  and  to 
use  and  operate  the  same  in  lawful  business,  trade,  commerce  or  navi- 
gation upon  the  ocean,  or  upon  any  seas,  estuaries,  sounds,  gulfs,  har- 
bors, bays,  lakes,  rivers,  canals,  creeks  or  other  waterways,  and  to  fur- 
nish facilities  for  towing,  lighterage  and  transportation  upon  such 
waters. 

2.  To  furnish  and  supply  facilities  for  and  to  engage  in  the  busi- 
ness of  carriage,  transportation,  storage  and  lading  of  freight,  goods, 
wares  and  merchandise,  mails,  property  or  passengers  upon  such  waters 
or  waterways. 

3.  To  construct  buildings,  bridges,  machinery,  ships,  boats,  engines, 
cars  and  other  equipment,  railroads,  docks,  slips,  elevators,  water  works, 
machine  shops,  electrical  works,  viaducts,  aqueducts,  canals,  and  any 
other  means  of  transportation,  and  to  sell  the  same  or  otherwise  dis- 
pose thereof  or  to  maintain  and  operate  the  same. 

4.  To  construct,  lease,  own  or  sell  transportation  line  or  lines  by 
land  or  water  in  any  state  or  country,  subject  to  the  laws  of  such  state 
or  country  either  directly  or  through  ownership  of  stock  of  any  cor- 
poration and  permit,  construct,  provide,  acquire,  carry  out,  maintain, 
improve,  manage,  develop,  control,  take  or  sell,  lease,  let,  license  to 
work  and  dispose  of  the  same,  except  that  the  company  shall  not  main- 
tain or  operate  any  railroad  or  canal  in  the  state  of as  aforesaid. 

5.  To  engage  in,  permit,  conduct  and  carry  on  the  business  of  ship 
chandlers  in  all  its  branches,  and  to  furnish  and  supply  any  and  all 
articles  necessary,  useful  or  desirable  in  the  navigation  of  ships,  steam- 
boats and  other  vessels  and  provide  supplies  therefor. 


294  CORPORATION    FORMS. 

FORM  434. 
Trading  Stamps. 

1.  To  design,  manufacture,  print  and  engrave  premium  stamps, 
tickets  or  coupons,  and  to  use,  sell  or  otherwise  dispose  of  the  same  to 
merchants,  manufacturers,  or  to  any  person,  firm,  copartnership  or 
corporation,  for  distribution  or  sale  by  them  to  their  customers;  to 
exchange  such  stamps,  tickets  or  coupons  for  goods,  chattels,  wares  and 
merchandise;  to  co-operate  and  contract  with  merchants,  manufac- 
turers, copartnerships,  corporations  or  other  persons  for  the  purpose 
of  furnishing  them  with  premium  stamps,  tickets  or  coupons  for  their 
customers,  and  to  give  them  goods,  chattels,  wares  and  merchandise  in 
exchange  for  such  premium  stamps,  tickets  or  coupons;  to  carry  on  a 
general  advertising  business  in  all  its  branches,  both  as  principals  and 
agents ;  to  carry  on  the  business  of  printers,  stationers,  engravers,  de- 
signers and  dealers  in  paper ;  to  establish  and  conduct  a  general  store 
for  the  sale  or  exchange  of  goods,  chattels,  wares  and  merchandise  of 
any  and  every  class  and  description. 

2.  To  manufacture,  buy  and  sell  commercial,  trading  and  advertis- 
ing stamps  and  devices. 

FORM  435. 
Train  Control. 

To  manufacture,  buy,  sell,  import,  export,  install,  maintain  and 
generally  deal  in  railroad  switches,  train-controlling  devices,  signals 
and  equipment;  to  manufacture,  buy,  sell,  export,  import  and  gen- 
erally deal  in  iron,  steel,  manganese,  coke,  copper,  lumber  and  all  or 
any  articles  consisting  or  partly  consisting  of  iron,  steel,  copper,  wood 
or  other  materials,  and  all  or  any  products  thereof ;  to  acquire  by  pur- 
chase or  otherwise  land  or  buildings,  mills,  plants,  machinery,  secret 
processes  or  other  things  found  necessary  or  convenient  for  the  pur- 
j)oses  of  the  company. 

To  manufacture  or  purchase,  or  both,  all  tools,  machinery  and  ap- 
pliances necessary,  proper  or  convenient  for  the  carrying  on  of  the  said 
business. 

FORM  436. 

Transfer. 

To  own,  equip,  maintain  and  operate  a  general  transfer  business  in 
the  city  of  Cleveland,  in  the  state  of  Ohio,  by  means  of  vehicles, 
wagons,  carriages,  cabs,  taxicabs  and  automobiles,  operated  by  horses, 


SPECIAL   OBJECT    CLAUSES. 


295 


electric  and  gasoline  and  other  motor  power,  with  and  by  which  to 
transfer,  transport,  convey  and  haul  passengers  and  travelers  and  for 
the  accommodation  of  the  traveling  public  generally  in,  through,  and 
about  the  said  city  of  Cleveland,  and  to  haul,  transport  and  convey 
baggage,  boxes,  parcels  and  any  and  all  such  like  articles  that  may  be 
for  "transfer  or  transportation,  and  to  do  a  general  transfer  business 
for  the  accommodation  of  the  public  generally  for  hire  in  the  said  city 
of  Cleveland. 

FOKM  437. 

Tropical  Trading. 

To  buy,  sell,  import,  export,  manufacture  and  generally  deal  in  tim- 
ber of  all  kinds  and  descriptions;  to  manufacture,  prepare,  sell  and 
generally  deal  in  cabinet  and  other  woods;  to  build,  maintain  and 
operate  mills,  saw-mills,  flour-mills  and  factories  to  be  operated  by 
steam,  electricity  or  other  power;  to  buy,  sell,  and  generally  deal  in 
lands;  to  establish,  maintain  and  operate  plantations;  to  produce, 
manufacture,  purchase,  market,  export,  import  and  generally  deal  in 
rubber,  chichle  gum,  tobacco,  coffee,  fruits,  grain,  live  stock  and  any 
and  all  kinds  of  tropical  and  sub-tropical  products. 

FOKM  438. 

Trucking. 

To  carry  on  a  general  trucking,  contracting  and  stevedore  business, 
and  to  that  end  to  manufacture,  acquire,  deal  in,  advertise  and  dispose 
of  trucks,  carriages  and  other  vehicles  and  kindred  appliances,  and  to 
trade  and  deal  in  draft  animals  and  apparatus  and  other  things  prop- 
erly appertaining  and  belonging  to  said  business. 

FOKM  439. 

Turbine  Engines. 

To  manufacture,  construct,  purchase  or  otherwise  acquire,  deal  in, 
export,  import,  sell,  hire,  lease,  use,  repair,  operate  and  maintain  ships, 
vessels,  yachts,  launches,  torpedo  boats,  tug-boats  and  boats  and  ves- 
sels of  any  and  every  character,  and  any  and  all  parts,  devices,  instru- 
ments, engines,  machinery,  materials,  appliances  and  things  whatso- 
ever adapted  to  be  used  in  the  construction  of,  upon  or  in  connection 
with  or  in  the  operation  of  ships,  vessels,  yachts,  launches,  torpedo 


296  CORPORATION    FORMS. 

boats,  tug-boats,  and  boats  and  vessels  of  any  and  every  character ;  also 
to  equip  such  ships,  vessels,  yachts,  launches,  torpedo  boats,  tug-boats 
and  boats  and  vessels  of  any  and  every  character. 

FOEM  440. 

Typesetting  Machines. 

To  purchase,  manufacture,  sell  and  lease  machinery  and  instru- 
mentalities and  all  other  materials  and  objects  used  in  the  art  of  print- 
ing and  all  improvements  thereon  and  substitutes  therefor,  and  all 
materials  used  in  manufacturing  the  same;  and  also  acquiring  and 
disposing  of  rights  to  manufacture,  use  and  sell  or  otherwise  dispose 
of  rights  to  manufacture,  use  and  sell  or  otherwise  dispose  of  such  ma- 
chines, instrumentalities  and  materials;  and  also  transacting  other 
kinds  of  business  incidental  thereto,  or  which  may  be  profitably  car- 
ried on  in  connection  therewith. 

FOEM  441. 

Typewriting  Machines. 

To  carry  on  the  business  of  manufacturing,  buying,  leasing,  renting, 
selling,  operating  and  distributing  writing  machines,  typewriters,  type- 
writer materials,  appliances  and  inventions,  and  all  other  materials 
and  articles  connected  with,  or  in  anywise  relating  to  the  manufacture, 
sale  or  use  of  writing  machines  and  typewriters ;  to  establish  and  main- 
tain manufactories,  agencies  and  depots  for  the  manufacture,  pur- 
chase, sale,  exchange,  delivery  and  distribution  of  writing  machines, 
typewriters  and  typewriter  appliances  and  supplies;  to  purchase,  re- 
ceive, hold,  assign,  license  to  use,  or  otherwise  dispose  of  any  patents 
for  inventions,  discoveries  or  rights  therein,  owned,  operated,  used  or 
employed  in  the  business  of  manufacturing,  buying,  selling  or  using 
writing  machines,  typewriters  or  typewriter  supplies. 

FOEM  442. 

Undertakers. 

To  transact  a  general  undertaking,  burial  and  funeral  furnishing 
business. 


SPECIAL    OBJECT    CLAUSES.  297 

FORM  443. 
Underwriting. 

1.  To  hold,  purchase  or  otherwise  acquire,  to  sell,  assign,  transfer, 
mortgage,  pledge,  or  otherwise  dispose  of  shares  of  the  capital  stock 
and  bonds,  debentures,  or  other  evidences  of  indebtedness  created  by 
other  corporations,  and  while  holders  thereof  to  exercise  all  the  rights 
and  privileges  of  ownership,  including  the  right  to  vote  thereon. 

2.  To  become  a  party  to  any  lawful  agreement  for  sharing  profits 
or  to  any  union  of  interest,  co-operation  or  mutual  arrangement  with 
any  person,  firm  or  company  carrying  on  or  engaged  in  any  business 
connected  with  or  similar  to  the  business  of  this  corporation,  or  that 
is  conducting  any  business  or  transaction  capable  of  being  conducted 
so  as  to  directly  or  indirectly  benefit  this  corporation,  and  to  lend 
money  to  or  to  otherwise  assist  any  such  person,  firm  or  company,  and 
to  take  or  otherwise  acquire  and  hold  shares  or  stock  in,  or  securi- 
ties of  any  such  person,  firm  or  company,  and  to  sell,  hold,  reissue  or 
otherwise  deal  with  such  shares,  stock  or  securities. 

3.  To  enter  into,  make,  perform  and  carry  out  contracts,  and  be- 
come and  act  as  agent  for  life,  fire  and  other  insurance  companies  in 
the  business  of  procuring  applications  for  insurance,  and  to  acquire, 
or  carry  out  and  perform  contracts  of  agency  of  any  person,  firm  or 
company  with  life  and  fire  and  other  insurance  companies,  and  to  pay 
cash  or  to  issue  stocks,  bonds,  or  other  obligations  of  this  corporation 
in  payment  therefor. 

4.  To  act  as  agent  or  broker  in  the  business  of  life,  marine,  fire, 
accident  and  fidelity  insurance  in  the  business  of  giving  protection  to 
principals  and  employes,  and  to  any  other  kind  or  class  of  insurance 
in  all  its  branches. 

5.  This  corporation  shall  have  power  to  conduct  its  business  in  all 
its  branches  in  other  states,  territories  and  possessions  of  the  United 
States,  and  in  foreign  countries,  and  may  have  one  or  more  offices  out- 
side of  the  state  of ,  and  may  hold,  purchase,  mortgage  and  con- 
vey real   and  personal  property,  either  in   or   outside  of   the   state 

of . 

6.  The  corporation  shall  have  power  to  issue  bonds,  debentures  and 
other  obligations  and  shares  of  its  capital  stock  in  payment  for  prop- 
erty purchased  or  acquired  by  it,  or  for  any  other  object  in  or  about 
its  business ;  to  mortgage  or  pledge  stocks,  bonds  or  other  obligations 
or  any  property  which  may  be  acquired  by  it ;  to  secure  any  bonds, 
debentures  or  other  obligations  by  it  issued  or  incurred;  so  far  as 
allowed  by  law  to  acquire,  purchase  and  reissue  its  own  capital  stock, 


298  CORPORATION    FORM-. 

to  remunerate  any  person,  firm  or  company  for  services  rendered  in 
placing  or  assisting  to  place,  or  guaranteeing  the  placing  of  any  de- 
bentures or  other  securities  of  the  company,  or  in  or  about  the  forma- 
tion or  promotion  of  the  company  or  the  conduct  of  its  business;  to 
make  and  perform  contracts  pertaining  to  the  business  of  the  company 
and  in  carrying  on  its  business,  or  for  the  purpose  of  attaining  or 
furthering  any  of  its  objects;  to  do  any  and  all  other  acts  and  things, 
and  to  exercise  any  and  all  other  powers  which  a  natural  person  or 
partnership  could  do  or  exercise,  and  which  now  or  hereafter  may  be 
authorized  by  law. 

FORM  444. 

Vacuum  Cleaner. 

To  manufacture,  buy,  sell  and  operate  mechanical  vacuum  cleaning 
devices  with  the  right  to  purchase,  hold  and  sell  patent  rights  for  in- 
ventions and  designs  in  connection  with  and  pertinent  thereto. 

FORM  445. 

Valves. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in 
valves,  engines,  boilers,  tools  and  machinery  of  all  kinds,  classes  and 
descriptions,  and  in  connection  therewith  to  purchase,  lease  or  other- 
wise acquire  lands  and  buildings  for  the  erection  of  an  establishment 
thereon,  and  manufactories  and  workshops  with  necessary  plants,  en- 
gines, machinery  and  structures  thereon. 

FORM  446. 

Warehouse. 

To  carry  on  the  business  of  cold  storage  and  warehousing  and  all 
the  business  necessarily  or  impliedly  incidental  thereto ;  and  to  further 
carry  on  the  business  of  general  warehousing  in  all  its  several  branches, 
to  construct,  hire,  purchase,  operate  and  maintain  all  or  any  convey- 
ances for  the  transportation  in  cold  storage  or  otherwise  by  land  or 
by  water  of  any  and  all  products,  goods  or  manufactured  articles ;  to 
issue  certificates  and  warrants,  negotiable  or  otherwise,  to  persons 
warehousing  goods  with  the  company,  and  to  make  advances  or  loan? 
upon  the  security  of  such  goods  or  otherwise ;  to  manufacture,  sell  and 
trade  in  all  goods  usually  dealt  in  by  warehousemen ;  to  construct,  pur- 
chase, take  on  lease  or  otherwise  acquire  any  wharf,  pier,  dock  or 


SPECIAL   OBJECT    CLAUSES.  299 

works  capable  of  being  advantageously  used  in  connection  with  the 
shipping  and  carrying  or  other  business  of  the  company ;  and  generally 
to  carry  on  and  undertake  any  business  undertaking,  transaction  or 
operation  commonly  carried  on  or  undertaken  by  warehousemen,  and 
any  other  business  which  may  from  time  to  time  seem  to  the  directors 
capable  of  being  conveniently  carried  on  in  connection  with  the  above, 
or  calculated  directly  or  indirectly  to  enhance  the  value  of  or  render 
profitable  any  of  the  company's  properties  or  rights. 

FOEM  447. 

Watches,  Jewelry  and  Precious  Stones. 

To  buy,  sell,  manufacture,  export,  import  and  generally  deal  in 
jewelry,  watches  and  diamonds;  to  buy,  lease  or  otherwise  acquire, 
maintain  and  operate  jewelry  stores;  to  carry  on  the  business  of  whole- 
sale and  retail  dealers,  watch  manufacturers  and  diamond  merchants. 

FOKM  448. 

Water. 

To  acquire  water  by  purchase,  development  or  otherwise,  to  con- 
struct reservoirs  or  water  towers,  erect  pumping  machinery,  laying  of 
water  mains,  pipes,  gates,  valves  and  hydrants;  to  furnish  and  sell 
water  to  manufactories,  private  corporations  and  individuals  for  fire 
protection,  manufacturing  and  domestic  use,  and  collect  payment  or 
rentals  for  the  same. 

FOEM  449. 

Water  Heaters. 

To  manufacture,  buy,  sell,  import,  export  and  generally  deal  in  water 
heaters  for  domestic  and  business  uses,  and  in  connection  therewith  to 
manufacture,  buy,  sell,  import,  export  and  generally  deal  in  engines, 
boilers,  water  pipes  and  plumbers'  supplies  of  all  classes  and  descrip- 
tions. 

FOEM  450. 

Water  Transportation. 

To  construct,  equip,  purchase,  own,  sell  and  lease  vessels  of  every 
nature  and  description,  however  propelled,  and  to  operate  and  navi- 
gate the  same  on  any  and  all  public  and  private  waters  of  the  world  in 


300  CORPORATION    FORMS. 

any  lawful  undertaking  or  business,  whether  for  the  transportation  of 
merchandise  or  passengers  or  for  towing  or  lighterage;  to  construct 
buildings,  machinery,  docks,  slips  and  elevators  calculated  in  any  way 
to  facilitate  the  means  and  methods  of  transportation,  towing  or  light- 
erage, and  to  sell  the  same  and  to  carry  on  the  business  of  ship  chand- 
lers and  supply  any  and  all  materials  necessary  and  useful  in  the  opera- 
tion and  navigation  of  vessels. 


FORM  451. 

Welding. 

To  manufacture  welded  and  riveted  steel  cylinders,  furnaces,  flues 
and  tanks  and  other  plate  metal  construction,  and  to  conduct  a  general 
boiler-making  and  machine  business. 

FORM  452. 

Wharf  and  Warehouse. 

To  acquire,  hold,  rent,  lease,  improve  and  convey  lands  and  lands 
under  water  and  riparian,  dock  and  maritime  rights,  to  construct 
docks,  dry  docks,  wharves,  piers,  basins,  derricks,  elevators,  ware- 
houses, manufactories,  stores,  shops,  tracks  and  other  structures  there- 
on, and  to  rent,  lease  and  convey  the  same ;  to  buy,  sell,  store,  manu- 
facture, import  and  export  merchandise,  machinery  and  products,  and 
to  build,  own,  repair  and  charter  ships  and  vessels,  afford  them  dock- 
age ;  to  commission,  own,  buy  and  sell  such  ships  and  vessels,  and  gen- 
erally to  carry  on  a  land  improvement,  real  estate,  dock,  shipping  and 
merchandise  business. 

FORM  453. 

Wheels  and  Spokes. 

To  manufacture  and  sell  any  and  all  articles  of  commerce  made  of 
metal  or  wood,  or  both,  consisting  of  spokes,  hubs,  rims,  wheels  and 
handles,  and  of  doing  a  business  incident  thereto. 


FORM  454. 

Wood  Pulp. 

To  own  and  operate  a  plant  composed  of  buildings,  engines,  boilers, 
machinery,  vats,  tanks  and  all  appliances,  implements,  tools  and  ar- 


SPECIAL    OBJECT    CLAUSES.  301 

tides  necessary,  proper  and  convenient  in  the  manufacture  of  wood 
pulp  and  strawboard  and  other  fibre ;  and  as  a  part  of  and  incident  to 
such  business,  of  mining  iron,  pyrites,  clay,  sulphur,  coal,  stone,  asbes- 
tos, agolite  and  any  and  all  fibrous  materials  and  minerals ;  and  as  a 
part  of  and  incident  to  such  business  to  purchase,  own  and  hold  wood, 
timber  and  trees,  and  with  mills,  sawmills  and  the  necessary  machin- 
ery, tools  and  implements  for  the  cutting  and  preparing  of  such  wood 
and  timber  in  order  to  manufacture  the  same  into  wood  pulp  and  to 
buy  and  sell  at  wholesale  and  retail  and  to  deal  in  wood  pulp,  its 
products  and  by-products  thereof  generally. 

FORM  455. 

Woodworking. 

To  make,  manufacture  and  work  wood  into  sashes,  doors,  frames, 
cornices,  columns,  balustrades  and  all  kinds  of  planed  and  finished 
lumber,  and  sell  the  same. 

FORM  456. 

Woolen  and  Worsted. 

To  carry  on  the  trade  or  business  of  manufacturing,  producing, 
adapting,  preparing,  buying  and  selling,  and  otherwise  dealing  in 
woolen  and  worsted  goods  and  other  fabrics,  and  to  manufacture,  pro- 
duce, purchase,  adapt,  prepare,  use,  sell  or  otherwise  deal  in  any  ma- 
terials, articles  or  things  required  for,  or  in  connection  with,  or  inci- 
dental to,  the  manufacture,  use,  purchase,  sale  of,  or  other  dealing  in 
woolen  and  worsted  goods  and  other  fabrics ;  and  generally  to  carry  on 
any  other  manufacturing  business  which  can  conveniently  be  carried  on 
in  conjunction  with  any  of  the  matters  aforesaid,  or  in  or  upon  the 
premises  of  the  company. 

FORM  457. 
Wrecking  Company  (1). 

To  wreck,  destroy,  tear  down  and  remove  buildings  and  structures 
of  all  kinds  and  to  tear  out,  take  out,  remove,  set  and  reset  boilers, 
engines,  fixtures,  safes,  printing  presses  and  all  kinds  of  machinery, 
fixtures  and  appliances  used  in  building  various  shops  and  houses. 

To  sell  all  kinds  of  material  or  fixtures  taken  from  any  such  build- 
ings, structures  or  houses,  and  to  buy  and  sell  at  wholesale  and  retail 
building  materials  of  all  kinds,  including  timbers,  lumber,  shingles, 
lathes,  doors  and  windows,  and  including  such  building  material  as  in- 


302  CORPORATION    FORMS. 

eludes  hinges  and  locks,  boilers,  engines,  fixtures,  radiators,  pipe  con- 
nections, of  all  kinds  and  description  used  in  building  and  repairing, 
both  new  and  second  hand. 

FORM  458. 

Wrecking  (2). 

To  do  and  carry  on  a  general  business  of  wrecking,  tearing  down 
and  destroying  buildings,  houses  and  all  structures  and  edifices,  and 
to  tear  out,  take  out  and  remove  from  buildings,  houses,  shops  and 
other  edifices  and  structures,  engines,  boilers,  machinery,  safes  and  all 
fixtures  of  any  kinds,  and  to  sell  and  exchange  and  deal  in  generally  the 
building  material,  timber,  lumber,  bricks,  stone,  glass  and  any  and  all 
such  material  taken  from  houses,  buildings  and  structures  so  wrecked, 
torn  down  and  destroyed,  and  to  deal  in  and  sell  generally  any  and  all 
such  engines,  boilers,  machinery,  furnaces,  safes  and  fixtures  so  taken 
and  removed  from  any  such  buildings,  houses,  structures  and  edifices; 
and  to  keep  for  sale  and  to  sell  and  deal  in  all  building  material  of 
every  kind  and  description  both  new  and  second  hand. 

FORM  459. 

Yarn  Mill. 

To  carry  on  the  business  of  cotton  doublers,  weavers,  flax  and  jute 
spinners,  linen  manufacturers,  cotton  flax,  hemp,  jute  and  wool  mer- 
chants ;  wool  combers  and  worsted  spinners,  woolen  spinners,  yarn  mer- 
chants, worsted  makers,  stuff  and  silk  manufacturers,  bleachers  and 
dyers,  and  makers  of  vitriol,  bleaching  and  dying  material,  and  to  pur- 
chase, comb,  prepare,  spin,  dye  and  deal  in  flax,  hemp,  jute,  wool,  cot- 
ton, silk  and  other  fibrous  substances,  and  to  weave  or  otherwise  manu- 
facture, buy  and  sell  linen,  cloth  and  other  goods  and  fabrics  whether 
textile,  fiddled,  netted  or  looped. 


3.    Preferred  Stock  Clauses. 

FORM  460. 

"'umulative  Dividends  and  Preference  on  Dissolution  With  Consent 
to  Increase  and  Exchange. 

The  amount  of  authorized  capital  stock  of  such  corporation  shall  be 
dollars  divided  into shares  of dollars  each.   Of 


PREFERRED    STOCK    CLAUSES.  303 

the  shares  authorized, shares  shall  be  preferred  stock  j1  all  to  be 

now  issued,  with  the  privilege  to  be  increased  as  hereinafter  provided, 

and shares  shall  be  common  stock.2 

The  terms,  conditions,  limitations  and  provisions  upon  which  said 
preferred  stock  is  issued  are  these : 

1.    The  holders  thereof  shall  be  entitled  to  receive  out  of  the  net 

profits  a  fixed  minimum  dividend  at  the  rate  of  per  cent  per 

annum,  to  be  payable  at  such  periods  as  the  directors  may  determine,3 
before  any  dividend  can  be  set  apart  or  paid  on  the  common  stock  for 
the  period  theretofore  elapsed  ;4  and  the  principal  or  par  value  of  said 

preferred  stock,  with  accumulated per  cent  dividends,  shall  be 

paid  in  full  in  preference  to  the  common  stock  in  the  event  of  any  liqui- 
dation of  the  company,  whether  through  insolvency  or  the  termination 
of  its  corporate  existence  or  otherwise.5  The  minimum  preferred  divi- 
dends thereon  are  to  be  cumulative,  so  that  if  for  any  period  or  periods 
the  same  cannot  be  safely  paid  or  may  not  be  paid,  the  right  thereto 
shall  accumulate  as  against  the  common  stock,  and  all  arrears  thereof 
so  accumulated  must  be  paid  before  dividends  can  be  commenced  or 
resumed  on  the  common  stock.6 

In  any  year  or  quarter  year  after  payment  of  dividends  at  the  rate 

of per  cent  per  annum  on  the  preferred  stock,  the  holders  of 

common  stock  shall  .be  entitled  to  all  profits  distributed  as  dividends 

Up  to per  cent  per  annum  on  their  stock.   In  any  calendar  year 

when  dividends  aggregating per  cent  shall  have  been  paid  on 

the  common  stock,  if  it  be  desired  by  the  directors  to  pay  out  any 
profits  in  further  dividends,  the  same  shall  be  distributed  pro  rata 
between  the  common  and  the  preferred  stocks  up  to  the  amount  of 

per  cent  additional  in  the  aggregate  for  such  calendar  year  on 

each  class  of  stock,  but  all  profits  which  may  be  paid  by  way  of  divi- 
dends in  any  calendar  year  in  excess  of per  cent  on  the  pre- 
ferred stock  shall  be  distributed  wholly  upon  the  common  stock.7 

2.  The  preferred  stock  is  issued  to  and  accepted  by  stockholders 
upon  the  express  understanding  made  and  entered  into  between  said 
company  and  the  present  and  all  future  stockholders  thereof,  that  the 
preferred  stock  of  said  company  may  hereafter  be  increased  as  follows  :8 
(a)  It  may  be  increased  from  time  to  time  in  an  amount  not  ex- 
ceeding    dollars,  par  value,  in  the  aggregate,  making  an  issue 

of dollars  altogether,  of  said  preferred  stock,  upon  the  vote  or 

written  consent  of  a  majority  of  the  company's  board  of  directors,  and 

1  §§  3426,  3427,  3586  et  seq.  5  §§  3613,  6590. 

2  §  3593.  « §  5349  et  seq. 

3  8  5297.  7See  §  5297. 

4  §  5345  »  §§  3593,  3595,  3596. 


304  CORPORATION*    FORMS. 

of  a  majority  in  interest  of  the  stockholders,  together  with  a  compli- 
ance with  the  requirements  of  the  laws  of  the  state  made  and  pro- 
vided, with  reference  to  the  increase  of  capital  stock  of  corporations 
of  this  nature.9 

(b)  After  the  issue,  if  such  be  made,  of  such  additional  preferred 

stock,  making dollars  in  all,  there  may  be  issued  from  time  to 

time  additional  amounts,  not  exceeding dollars,  making  a  total 

issue  of  preferred  stock  of dollars,  but  such  last  mentioned  in- 
crease of dollars  can  only  be  made  upon  the  written  consent  or 

vote  of  a  majority  of  the  board  of  directors,  and  the  written  consent  or 
favorable  vote  of  persons  holding  a  majority  of  each  of  the  two  classes 
of  stock,  preferred  and  common,  outstanding  at  the  time,  together  with 
a  compliance  with  those  requirements  of  the  laws  of  the  state  of  New 
York  made  and  provided  with  reference  to  the  increase  of  the  capital 
stock  of  corporations  of  this  nature. 

(c)  After  the  issue  of dollars  of  preferred  stock  as  afore- 
said, if  so  much  should  be  issued,  there  may  be  issued  additional 
amounts  from  time  to  time,  provided  an  equal  amount  of  common  stock 
shall  have  been  issued  at  par  for  cash  or  its  equivalent  in  property  at  a 
cash  value,  and  provided  there  be  obtained  in  favor  of  such  increase, 
the  written  consent  or  vote  of  a  majority  of  the  directors,  and  the 
written  consent  or  favorable  vote  of  persons  holding  a  majority  of  each 
of  the  two  classes  of  stock,  preferred  and  common,  outstanding  at  the 
time ;  and  said  preferred  stock  shall  not  be  increased  beyond  said  limit 

of  dollars  excepting  after  and  upon  compliance  with  all  the 

provisions  and  conditions  in  this  paragraph  contained  in  addition  to 
those  requirements  of  the  laws  of  the  state  made  and  provided  with 
reference  to  the  increase  of  capital  stock  of  corporations  of  this  nature. 

3.  With  the  new  issues  of  preferred  stock,  as  herein  provided,  or  any 
part  thereof,  the  directors  may,  in  their  discretion,  lower  the  mini- 
mum rate  of  preference  dividend,  and  also  limit  the  maximum  divi- 
dends to  be  paid  thereon  provided  that  no  such  new  preferred  stocks 
shall  on  that  account  be  disposed  of,  at  less  than  par. 

4.  Any  holder  or  holders  of  preferred  stock  may  at  any  time  and 
from  time  to  time,  upon  his  or  their  written  request,  exchange  the 
preferred  stock  so  held  by  him  or  them  for  common  stock,  share  for 
share,  subject  to  the  provisions  of  law  in  such  case  made  and  provided, 
and  to  the  by-laws  of  the  company,  whereupon  the  certificates  for  the 
preferred  stock  so  surrendered  shall  be  cancelled  and  the  issue  of  pre- 

'  ferred  stock  as  so  provided  shall  be  limited  accordingly,  and  certificates 
of  common  stock  shall  be  issued  in  lieu  thereof. 

9  See  §  3620  et  seq. 


PREFERRED    STOCK    CLAUSES. 


305 


5.    The  company  shall  have  the  option  of  retiring  preferred  stock 
in  whole  or  in  part  at  any  time  and  from  time  to  time  at  a  premium  of 

per  cent ;  in  other  words,  at  the  price  of  dollars  per 

share  cash,  in  addition  to  dividends  accumulated  and  accrued.  Such 
retirement  shall  be  effected  either  by  payments  out  of  the  surplus  fund, 
if  any,  of  the  company,  or  from  proceeds  of  common  stock  that  may  be 
issued  in  lieu  of  the  preferred  stock  so  to  be  retired,  or  by  an  exchange 
of  the  common  stock  so  to  be  issued  in  place  of  the  preferred  stock  so 
to  be  retired,  but  in  case  any  preferred  stock  shall  be  retired  and  can- 
celled without  the  issue  of  at  least  an  equivalent  amount  of  common 
stock,  steps  must  be  taken  for  the  reduction  of  the  capital  stock  of  the 
company  as  provided  by  law,  and  in  no  case  shall  any  such  preferred 
stock  be  redeemed  for  cash  under  circumstances  which  would  produce 
any  impairment  of  the  capital  stock  of  the  company.10 

But  such  retirement  or  redemption  of  stock  can  only  be  effected  on 
one  month's  notice  after  drawing  by  lot,  and  the  preferred  stockhold- 
ers affected  therebv  shall  have  the  option  during  that  time  of  convert- 
ing the  stock  so  drawn  into  common  stock  by  exchange  as  above  pro- 
vided. 

10  §  3600. 

FORM  461. 

Cumulative  Dividends  Without  Participation  in  Management. 


The  amount  of  capital  stock  is  to  be dollars,  of  which 

dollars  is  to  be  preferred  stock,  and dollars  common  stock.    The 

said dollars  of  preferred  stock  shall  be  entitled  to  receive  divi- 
dends at  the  rate  of per  cent  per  annum,  payable  semi-annually 

on  the  first  days  of and ,  in  each  year,  out  of  the  earn- 
ings of  said  company  in  preference  to  any  dividends  upon  the  common 
stock,  and  said  dividends  shall  be  cumulative  so  that  any  deficiency  in 
the  dividends  to  be  paid  on  said  preferred  stock  in  any  year  shall  be 
made  good  out  of  the  earnings  of  subsequent  years  before  any  divi- 
dends shall  be  paid  upon  the  common  stock.     Such  preferred  stock 
shall  not,  however,  be  entitled  to  participate  in  any  other  or  additional 
earnings  or  profits,  but  shall  be  entitled  to  be  repaid  in  full  upon  any 
distribution  of  the  assets  of  said  corporation  in  the  event  of  insolvency 
or  dissolution,  before  anv  distribution  of  capital  shall  be  made  to  the 
holders  of  the  common  stock;  and  the  amount  of  said  preferred  stock 
shall  not  be  changed  or  altered  by  any  reduction  in  capital  of  said  cor- 
poration without  the  consent  in  writing  of  the  holders  of  a  majority 
thereof.    The  control  and  management  of  the  said  corporation  is  to  be 
in  the  hands  of  the  holders  of  the  common  stock  so  long  as  the  business 
20 — Thomp.  Corp.  VII. 


306  CORPORATION    FORMS. 

of  the  company  is  able  to  pay  from  its  earnings,  or  reserve,  dividends  of 

per  cent  per  annum  on  all  the  preferred  stock,  the  holders  of 

such  preferred  shares  to  have  no  voting  power  so  long  as  said  dividends 
on  said  preferred  shares  shall  not  be  earned  and  paid  for  a  period  of 
years,  then  and  in  such  case  the  preferred  stock  of  said  corpora- 
tion shall,  upon  the  expiration  of  said  years,  but  in  no  event 

earlier  than years,  have  the  same  voting  power  as  the  common 

shares,  to  wit :  one  vote  for  each  share  of  stock. 

See  notes  to  Form  460  (a). 

FOEM  462. 

Convertible  Preferred  Shares. 

Every  holder  of  preferred  shares  of  stock  of  this  company  shall  be 
entitled  at  any  time,  except  when  the  books  of  the  corporation  are 
closed  for  the  payment  of  dividends,  to  surrender  his  certificates  of 
preferred  stock,  and  receive  in  lieu  thereof  an  equal  number  of  shares 
of  the  common  stock,  share  for  share.  All  certificates  of  preferred 
stock  thus  exchanged  for  common  stock  shall  be  retired  and  cancelled 
and  never  again  reissued,  and  the  certificates  so  issued  in  lieu  thereof 
shall  thereafter  be  and  remain  common  stock. 

FOEM  463. 

Cumulative  Dividends  Limited  and  Stock  Classified  on  Increase 
With  Consent. 

The  amount  of  the  capital  stock  is  dollars,  divided  into 

shares,  of  the  par  value  of dollars  each,  and  all  shares 


of  this  original  issue  shall  be  of  one  uniform  kind  and  subject  to  the 
same  terms,  limitations  and  provisions. 

The  corporation  may  at  any  time  hereafter  have  both  preferred  and 
common  stock,  provided,  however,  that  in  such  case  the  capital  shall  be 
increased,  and  provided  further  that  the  division  of  the  capital  stock- 
when  increased  into  two  classes,  preferred  and  common,  shall  have  been 
authorized,  by  the  written  consent  or  by  vote,  of  stockholders  owning 
and  representing  at  least  a  majority  of  the  stock  of  the  corporation 
taken  at  a  meeting  of  stockholders  specially  called  for  that  purpose. 

In  such  case  and  at  the  same  time  the  stockholders  shall  determine 
whether  the  new  issue  or  the  original  issue  shall  be  made  the  preferred 
stock. 

The  dividends  on  the  preferred  stock  shall  be  limited  to per 


PREFERRED   STOCK    CLAUSES.  307 

cent  per  annum,  and  such  dividends  are  to  be  cumulative,  so  that  if 
for  any  periods  the  same  cannot  be  safely  paid  or  may  not  be  paid  the 
right  thereto  shall  accumulate  as  against  the  common  stock  and  all 
arrears  thereof  so  accumulated  must  be  paid  before  dividends  can  be 
commenced  or  resumed  on  the  common  stock. 
See  notes  to  Form  460  (a). 

FORM  464. 
Cumulative  Dividends  and  Stock  Preference. 

The  preferred  stock  shall  entitle  the  holder  to  receive  a  cumulative 
dividend  in  each  year  at  the  rate  of  per  cent  payable  semi- 
annually out  of  the  net  earnings  of  the  company  before  any  dividend 
shall  be  declared  or  paid  on  the  common  stock  and,  on  dissolution,  shall 
be  entitled  to  a  preference  and  a  priority  of  payment  over  the  common 
stock  in  any  distribution  of  the  property  of  said  corporation. 

See  notes  to  Form  460  (a). 

FORM  465. 

Cumulative  Dividends  and  Limited  to  Par  Value  on  Distribution. 

The  preferred  stock  is  entitled  to  preference  and  priority  over  the 
common  stock  in  manner,  to  wit :    To  receive  cumulative  dividends  at 

the  rate  of per  cent  per  annum,  payable  on  the  -     —  clay  oi 

in  each  year,  before  any  dividend  on  the  common  stock  shall 

be  paid',  and,  upon  dissolution,  after  all  of  the  debts  of  the  corporation 
shall  have  been  paid,  the  assets,  property  and  effects  shall  first  be  ap- 
plied to  the  payment  of  the  said  preferred  stock  at  par,  with  any  un- 
paid accumulations  thereon,  and  before  any  payment  is  made  to  the 
holders  of  the  common,  and  the  balance  to  the  payment  of  said  com- 
mon stock.    The  common  stock  shall  be  entitled  to  all  net  earnings  and 

profits  in  excess  of  the  cumulative  dividends  of  per  cent  pei 

annum  payable  on  the  preferred  stock. 
See  notes  to  Form  460  (a). 

FORM  466. 
Cumulative  Dividends  and  Stock  Preference  Limited  on  Distribution. 

The  preferred  stock  shall  entitle  the  holder  thereof  to  receive  out  of 
the  surplus  or  net  earnings  of  each  fiscal  year  a  non-cumulative  divi- 
dend at  the  rate  of,  but  never  exceeding,  six  (6)  per  cent  per  annum, 


308  CORPORATION   FORMS. 

payable  annually  before  any  dividends  shall  be  set  apart  or  paid  on  the 
common  stock  for  such  year  and  the  remainder  of  the  surplus  or  net 
earnings  applicable  to  the  payment  of  dividends  shall  be  distributed  as 
dividends  among  the  holders  of  the  common  stock,  as  and  when  the 
board  shall  determine. 

In  case  of  liquidation  or  dissolution  or  distribution  of  assets  of  the 
corporation,  the  holders  of  preferred  stock  shall  be  paid  the  par  amount 
of  such  preferred  shares  before  any  amount  shall  be  payable  to  the 
holders  of  the  common  stock ;  and  after  the  payment  of  the  par  amount 
of  such  preferred  shares  to  the  holders  thereof,  the  balance  of  the  assets 
and  funds  of  the  corporation  shall  be  distributed  wholly  among  the 
holders  of  the  common  stock. 

See  notes  to  Form  460.    See  also,    §  5351. 

FORM  467. 

First  and  Second  Preferred  Shares — Cumulative  Dividends 
and  Voting. 

The  holders  of  the  first  preferred  stock  shall  be  entitled  to  receive 
when  and  as  declared  from  the  surplus  or  net  profits  of  the  corporation 
yearly  dividends  at  the  rate  of  seven  per  cent  per  annum,  and  no 
more,  payable  semi-annually  on  the  dates  to  be  fixed  by  the  by-laws. 
The  dividends  on  the  first  preferred  stock  shall  be  cumulative  and  shall 
be  payable  before  any  dividends  on  the  second  preferred  stock  or  the 
common  stock  shall  be  paid  or  set  apart,  so  that  if  in  any  year  divi- 
dends amounting  to  7  per  cent  shall  not  have  been  paid  thereon,  the 
deficiency  shall  be  payable  before  any  dividends  shall  be  paid  upon  or 
-set  apart  for  the  second  preferred  or  common  stock.     Whenever  all 
cumulative  dividends  on  the  first  preferred  stock  for  all  previous  years 
shall  have  been  declared,  and  shall  have  become  payable,  and  the  ac- 
crued semi-annual  installment  for  the  current  year  shall  have  been 
declared,  and  the  company  shall  have  paid  such  declared  cumulative 
dividends  for  previous  years,  and  such  accrued  semi-annual  installment 
upon  said  first  preferred  stock,  or  shall  have  set  aside  from  its  surplus 
or  net  profits  a  sum  sufficient  for  the  payment  thereof,  the  holders  of 
the  second  preferred  stock  shall  be  entitled  to  receive  when  and  as 
declared  from  the  remaining  surplus  or  net  profits  of  the  corporation 
after  the  payment  of  the  cumulative  dividends  and  accrued  semi-annual 
installment  upon  the  first  preferred  stock  as  aforesaid  yearly  divi- 
dends at  the  rate  of  seven  per  cent  per  annum  and  no  more,  payable 
semi-annually  on  dates  to  be  fixed  by  the  by-laws.     The  dividends  on 
the  second  preferred  stock  shall  also  be  cumulative,  and  shall  be  pay- 


PREFERRED    STOCK    CLAUSES.  309 

able  before  any  dividend  on  the  common  stock  shall  be  paid  or  set  apart, 
so  that  if  in  any  year  dividends  amounting  to  seven  per  cent  shall  not 
have  been  paid  on  said  second  preferred  stock,  the  deficiency  shall  be 
payable  before  any  dividend  shall  be  paid  upon  or  set  apart  for  the 
common  stock.  Whenever  all  cumulative  dividends  on  the  preferred 
stock,  both  first  preferred  and  second  preferred,  for  all  previous  years 
shall  have  been  declared  and  shall  have  become  payable,  and  the  ac- 
crued semi-annual  installments  for  all  the  preferred  stock  for  the  cur- 
rent year  shall  have  been  declared,  and  the  company  shall  have  paid 
such  cumulative  dividends  for  previous  years  upon  both  said  first  pre- 
ferred and  second  preferred  stock  in  the  order  aforesaid,  and  also  such 
accrued  semi-annual  installments  thereon  as  aforesaid,  or  shall  have  set 
aside  from  its  surplus  or  net  profits  a  sum  sufficient  for  the  payment 
thereof  as  aforesaid,  the  board  of  directors  may  declare  dividends  on 
the  common  stock  pa}rable  then  or  thereafter  out  of  any  remaining 
surplus  or  net  profits. 

Each  share  of  first  preferred,  second  preferred  and  common  stock 
shall  have  the  same  voting  power  in  all  corporate  affairs,  and  each 
share  thereof  shall  be  entitled  to  one  vote  in  such  affairs  with  the  power 
of  cumulative  voting  as  conferred  by  law,  and  from  time  to  time  the 
first  preferred,  second  preferred,  common  stock,  or  any  one  or  more  of 
said  classes  of  stock  may  be  increased  according  to  law,  and  may  be  is- 
sued in  such  amounts  and  proportions  and  for  such  consideration  as 
shall  be  determined  by  the  board  of  directors  and  permitted  by  law. 
In  the  event  of  any  liquidation,  dissolution  or  winding  up,  whether 
voluntary  or  involuntary,  of  the  corporation,  the  holders  of  the  first 
preferred  stock  shall  share  equally,  and  be  entitled  to  be  paid  in  full 
both  the  par  amount  of  their  shares  and  the  unpaid  dividends  accrued 
thereon  before  any  amount  shall  be  paid  to  the  holders  of  the  second 
preferred  stock,  and  after  the  payment  in  full  of  all  unpaid  dividends 
accrued  upon  and  the  par  value  of  the  first  preferred  stock  then  the 
holders  of  the  second  preferred  stock  shall  share  equally  and  be  entitled 
to  be  paid  in  full  both  the  par  amount  of  their  shares  and  the  unpaid 
dividends  accrued  thereon  before  any  amount  shall  be  paid  to  the  hold- 
ers of  the  common  stock,  and  after  the  payment  in  the  order  aforesaid 
to  the  holders  of  all  the  preferred  stock  of  its  par  value  and  of  all  the 
unpaid  declared  or  accrued  dividends  thereon,  the  remaining  assets  and 
funds  shall  be  divided  and  paid  to  the  holders  of  the  common  stock 
equall    and  pro  rata  according  to  their  respective  shares. 


310  CORPORATION"    FORMS. 

FORM  468. 
Non-Cumulative  Dividends  and  Par  Value  on  Distribution. 

The  preferred  stock  shall  receive  in  each  year  out  of  the  earnings  of 
the  corporation  declared  as  dividends  by  the  board  of  directors,  non- 
cumulative  dividends  up  to per  centum  of  the  outstanding  pre- 
ferred stock,  before  any  dividends  are  paid  in  such  year  upon  the  com- 
mon stock  and,  in  addition,  an  amount  equal  to per  centum  of 

all  earnings  declared  as  dividends  in  such  year  upon  the  common 
stock.1 

The  common  stock  shall  be  entitled  to  all  the  earnings  of  the  corpo- 
ration declared  as  dividends,  except  as  above  provided  with  respect  to 
dividends  upon  the  preferred  stock. 

Upon  the  dissolution  of  the  corporation  and  distribution  of  its  assets, 
the  preferred  stock  shall  be  paid  in  full  at  par  before  any  amount  shall 
be  paid  on  account  of  the  common  stock,  and  the  common  stock  shall 
be  entitled  to  receive  all  assets  remaining  after  such  payment  of  the 
preferred  stock.2 

1  §  5351.  2  §§  3613,  6590. 

See  also,  notes  to  Form  460  (a). 

FORM  469. 

Non-Cumulative  Dividends. 

The  preferred  stock  of  said  company  shall  be  entitled  to  a  dividend 
of  not  exceeding  five  per  cent  in  any  one  year,  which  dividend  shall  be 
non-cumulative  and  payable  out  of  the  net  earnings  before  any  divi- 
dend is  paid  upon  the  common  stock.1 

1  §  5351. 

FORM  470. 

Non-Cumulative  Dividends — Payable  Quarterly. 

The  holders  of  preferred  stock  shall  be  entitled,  out  of  any  and  all 
surplus  or  net  profits,  whenever  declared  by  the  board  of  directors,  to 
non-cumulative  dividends  at  the  rate  of,  but  not  exceeding,  six  per 
cent  per  annum,  for  the  fiscal  year,  beginning  on  the  first  day  of  April, 
1911,  and  for  each  and  every  fiscal  year  thereafter,  payable  in  prefer- 
ence and  priority  to  any  payment  of  any  dividend  on  the  common 
stock  for  such  fiscal  year  and  payable  quarterly,  or  otherwise,  as  the 
board  of  directors  mav  from  time  to  time  determine.    Such  dividends 


PREFERRED   STOCK    CLAUSES.  311 

on  preferred  stock  shall  be  payable  out  of  the  accumulated  profits  and 
not  out  of  profits  of  any  subsequent  year  or  years.  • 

All  remaining  surplus  or  net  profits  of  such  year,  beginning  April  1, 
1911,  and  of  any  other  fiscal  year,  shall  be  applicable  to  dividends  upon 
the  common  stock,  and  payable  quarterly  or  otherwise,  and  as  the  same 
shall  be  declared  by  the  board  of  directors. 

In  the  event  of  any  liquidation  or  dissolution  or  winding  up  (whether 
voluntarily  or  involuntarily)  of  the  corporation,  the  holders  of  the 
preferred  stock  shall  be  entitled  to  be  paid  in  full  the  par  amount  of 
their  shares  and  after  the  payment  to  the  holders  of  the  preferred  stock 
of  its  par  value,  the  remaining  assets  and  funds  shall  be  divided  and 
paid  to  the  holders  of  the  common  stock,  according  to  their  respective 
shares. 

The  common  stock  shall  be  subject  to  the  prior  rights  of  the  holders 
of  the  preferred  stock,  as  herein  declared. 

FORM  471. 

Non-Cumulative  Dividends — Payable  Half-Quarterly. 

The  said  preferred  stock  shall  entitle  the  holders  to  receive  in  each 
year  a  dividend  of  eight  per  cent,  payable  half-yearly  before  any  divi- 
dend shall  be  set  apart  or  paid  on  said  general  or  common  stock,  and  if 
the  net  profits  in  any  year  shall  not  be  sufficient  to  pay  a  dividend  of 
eight  per  cent  on  said  preferred  stock,  then  such  dividend  shall  be  paid 
thereon  as  the  net  profits  of  the  year  will  suffice  to  pay.  The  holders 
of  the  preferred  stock  shall  have  the  preference  of  the  assets  of  the 
company,  but  the  dividends  thereon  are  not  to  be  cumulative,  but  shall 
be  payable  each  year  only  out  of  profits  of  that  year,  and  such  preferred 
stock  and  the  certificates  therefor  may  be  issued  by  the  board  of  di- 
rectors by  resolution. 

FORM  472. 

Preferred  Shares  May  be  Retired. 

The  corporation  may  retire  the  preferred  stock  on  any  day  on  which 

a  dividend  thereon  shall  be  payable  at  the  price  per  share  of 

dollars  and  accrued  dividends,  provided  it  give  at  least  days' 

notice  of  such  retirement  in  the  manner  to  be  provided  in  the  by-laws.' 

1  §  3600. 


oiy  CORPORATION    FORMS. 

FORM  473. 
Option  to  Retire  Preference  Shares. 

The  company  shall  have  the  option  of  retiring  the  preferred  stock, 
in  whole  or  in  part,  at  any  time,  from  time  to  time,  by  paying  to  such 
holders  hereof  the  sum  of dollars  for  each  share  of  such  pre- 
ferred stock,  together  with  any  accumulated  dividends  due  thereon. 

Such  retirement  shall  be  effected  either  by  payment  out  of  the  sur- 
plus fund,  if  any,  of  the  company,  or  from  proceeds  of  the  common 
stock  that  may  be  issued  in  lieu  of  the  preferred  stock  so  to  be  retired, 
or  by  exchange  of  the  common  stock  so  to  be  issued  in  place  of  the  pre- 
ferred stock  so  to  be  retired,  but  in  case  any  preferred  stock  shall  be  re- 
tired and  cancelled  without  the  issue  of  at  least  the  equivalent  amount 
of  common  stock,  proceedings  must  be  taken  for  the  reduction  of  the 
capital  stock  of  the  company  as  provided  by  law,  but  no  preferred  stock 
shall  be  redeemed  for  cash  under  circumstances  which  would  produce 
any  impairment  of  the  capital  stock  of  the  company. 

But  such  retirement  or  redemption  of  stock  can  only  be  effected  on 
one  month's  notice  after  drawing  by  lot,  and  the  preferred  stock- 
holders affected  thereby  shall  have  the  option  during  that  time  of  con- 
verting the  stock  so  drawn  into  common  stock  by  exchange  as  above 
provided. 

See  §  3600. 

FORM  474. 

Right  of  Preference  Shares  to  Vote. 

Said  preferred  stock  shall  not  be  entitled  to  vote  at  any  meeting  of 
the  stockholders,  except  as  otherwise  required  by  statute,  and  shall  not 
be  entitled  to  participate  in  the  management  of  the  corporation.  Such 
right  to  vote  at  any  meeting  for  the  election  of  directors  or  at  any 
meeting  of  stockholders  concerning  the  management  of  the  corpora- 
tion, except  as  otherwise  provided  by  statute,  shall  be  exercised  exclu- 
sively by  the  holders  of  the  common  stock.1' 

1  §§  855,  856,  859,  3605. 

FORM  475. 

Founders'  Shares. 

The  total  amount  of  the  authorized  capital  stock  of  this  company, 

which  is dollars,  consisting  of shares  of  the  par  value 

of  one  hundred  dollars  each,  shall  be  divided  and  classified  as  follows : 


PREFERRED    STOCK    CLAUSES.  313 

Of  the  said  stock dollars  shall  he  ordinary  or  common  shares, 

and  the  balance,  viz. : dollars  are  to  be  called  "founders'  shares," 

and  are  to  confer  on  the  holders  thereof,  ratably  and  in  proportion  to 
the  number  of  founders'  shares  held  by  them  respectively,  the  rights 
following,  that  is  to  say : 

The  right  to  one-fourth  the  surplus  profits  of  the  company  of  each 
year  which  shall  remain  after  paying  or  providing  for  the  payment 
out  of  such  profits  of  a  dividend  for  each  share  at  the  rate  of  six  per 
cent  per  annum  on  the  whole  capital,  including  both  classes,  issued  and 
outstanding,  and  paid  up,  and  after  making  due  provisions  for  the  re- 
serve or  surplus  fund,  in  accordance  with  the  provisions  hereinafter  set 
forth. 

The  right  to  one-fourth  of  any  part  of  the  reserve  fund  aforesaid,  or 
the  income  thereof,  which  it  may  at  any  time  be  determined  to  divide 
among  all  the  stockholders. 

The  right  to  one-fourth  of  the  surplus  assets  which  in  the  winding 
up  of  the  affairs  of  the  company  shall  remain  after  paying  off  the  whole 
of  the  paid  up  capital. 

Any  of  the  shares  of  the  capital  original  or  increased,  may,  pursuant 
to  the  statutes  of  New  Jersey,  be  issued  without  any  preferential,  spe- 
cial or  qualified  rights  or  conditions  as  regards  capital,  voting  or  other- 
wise, attached  thereto,  with  the  consent  of  the  holders  of  two-thirds  of 
the  said  founders'  shares  issued  and  outstanding  and  not  otherwise, 
and  always  so  that  the  rights  hereby  attached  to  the  founders'  shares 
shall  not  be  infringed. 

The  directors  shall  from  time  to  time  set  aside  a  percentage  on  the 
surplus  profits  in  that  behalf  mentioned  in  the  next  clause  contained  as 
reserve  or  surplus  funds  to  meet  any  liabilities  or  contingencies,  or  as 
working  capital  or  for  such  other  purpose  as  the  directors  shall  in  their 
absolute  discretion  think  conducive  to  the  interests  of  the  company. 

The  profits  of  each  year  shall  be  applicable  as  follows : 

(a)  Of  the  profits,  fifty  per  cent  each  year  to  be  carried  to  the  re- 
serve fund,  together  with  a  sum  additional,  if  any,  as  the  directors 
shall  think  proper  (with  the  consent  in  writing  of  the  holders  of  two- 
thirds  of  the  founders'  shares),  which  reserve  fund  may,  in  the  abso- 
lute discretion  of  the  directors,  be  applied  to  the  purchase  and  acquisi- 
tion of  property,  real  and  personal,  and  to  the  purchase  and  acquisition 
of  its  own  capital  stock,  and  may  take  said  capital  stock  in  payment  or 
satisfaction  of  any  debt  due  the  company  from  time  to  time  and  to  the 
extent  and  in  such  manner  and  upon  such  terms  as  its  board  of  di- 
rectors shall  determine,  and  it  may  reissue  said  stock  so  acquired. 

Neither  said  surplus  fund  nor  the  property,  nor  the  capital  stock  so 
purchased  and  acquired,  nor  any  of  its  capital  taken  in  payment  or  sat- 


314  CORPORATION"    FOR^IS. 

isfaction  of  any  debt  due  the  company,  shall  be  regarded  as  profits  for 
the  purpose  of  the  declaration  or  payment  of  dividends  unless  a  ma- 
jority of  the  board  of  directors,  or  the  holders  of  a  majority  of  all  the 
stock  then  issued  and  outstanding,  shall  otherwise  determine. 

The  unused  balance  of  said  reserve  fund  shall,  after  the  close  of  each 
year,  be  retained  in  said  reserve  fund  until  such  reserve  fund  shall  be 
equal  to  the  capital  stock  for  the  time  being  paid  up  and  outstanding. 

(b)  To  the  payment  of  dividend  or  dividends  to  the  close  of  such 
year  on  all  the  stock  of  the  company  of  both  classes  issued  and  out- 
standing, as  hereinbefore  provided. 

There  shall  be  seven  directors  of  the  company,  divided  into  two 
classes  in  respect  to  the  time  for  which  they  shall  severally  hold  office. 

The  first  class,  composed  of  four  members,  shall  be  chosen  exclusively 
by  the  holders  of  the  founders'  shares  for  the  time  being,  and  shall  hold 
their  offices  for  the  term  of  two  years,  and  until  the  election  of  their 
successors,  and  the  second  class,  composed  of  three  members,  shall  be 
chosen  exclusively  by  the  holders  of  the  general  or  common  stock  for 
the  time  being,  and  shall  hold  their  offices  for  the  term  of  one  year,  and 
until  the  election  of  their  successors.  The  successors  of  the  directors 
of  said  two  classes  respectively,  shall  be  chosen  by  the  holders  of  the 
founders'  shares  and  by  the  holders  of  the  general  or  common  shares 
as  aforesaid,  so  that  four  of  the  directors  shall  at  all  times  be  chosen  by 
the  holders  of  the  founders'  shares  and  three  of  the  directors  be  chosen 
by  the  holders  of  the  general  or  common  shares. 

See  §  3440. 

4.    Acknowledgments. 

FORM  476. 

State  of ,  County  of ,  ss : 

On  this day  of ,  1910,  before  me,  a  notary  public  in 

and  for  said  county  and  state,  personally  appeared ,  known  to 

me  to  be  the  persons  named  in  and  who  executed  the  foregoing  instru- 
ment, and  severally  acknowledged  that  they  executed  the  same  freely 
and  for  the  intents  and  purposes  therein  mentioned. 

( Seal. )  ,  Notary  Public.1 


§  199. 


FORM  477. 


State  of ,  County  of  — — ,  ss : 

Personally  appeared  before  me,  the  undersigned  notary  public,  in 
and  for  said  county  and  state,  this  20th  day  of  January,  A.  D.  1910, 


ACKNOWLEDGMENTS.  315 

A  B,  C  D,  and  E  F,  to  me  personally  known  to  be  the  persons  de- 
scribed in  and  who  executed  the  foregoing  certificate,  and  severally  ac- 
knowledged that  they  executed  the  same  for  the  purposes  therein  set 
forth. 

(Seal.)  ,  Notary  Public. 

FORM  478. 

State  of ,  County  of ,  ss : 

Personally  appeared  before  me,  the  undersigned,  a  notary  public,  in 
and  for  said  county  and  state,  this  first  day  of  March,  A.  D.  1910,  the 
above  named  A  B,  C  D,  E  F  and  G  H,  who  severally  acknowledged  the 
signing  of  the  foregoing  articles  of  incorporation  to  be  their  free  act 
and  deed,  for  the  uses  and  purposes  therein  mentioned. 

Witness  my  hand  and  notarial  seal  on  the  day  and  year  last  aforesaid. 

(Seal.)  ,  Notary  Public. 

FORM  479. 

State  of ,  County  of ,  ss : 

I,  the  undersigned,  notary  public  in  and  for  said  county  and  state, 
do  hereby  certify  that  A  B,  C  D,  E  F  and  G  H,  personally  known  to 
me  to  be  the  persons  whose  names  are  subscribed  to  the  annexed  and 
foregoing  certificate  of  incorporation,  appeared  before  me  this  day  in 
person,  and  acknowledged  that  they  signed,  sealed  and  delivered  the 
said  instrument  of  writing  as  their  free  and  voluntary  act  for  the  uses 
and  purposes  therein  set  forth. 

Given  under  my  hand  and  seal,  etc. 

(Seal.)  ,  Notary  Public. 

FORM  480. 

State  of ,  County  of ,  ss : 

Before  me,  John  Jones,  a  notary  public  in  and  for  said  county  and 
state,  personally  appeared ,  the  said  persons  being  to  me  person- 
ally known  to  be  the  identical  persons  whose  names  are  subscribed  to 
the  foregoing  articles  of  incorporation,  and  each  for  himself  acknowl- 
edged the  same  to  be  his  free  and  voluntary  act  and  deed  for  the  uses 
and  purposes  therein  expressed. 

Witness  my  hand  and  notarial  seal,  etc. 

(Seal.)  ,  Notary  Public. 


316  CORPORATION    FORMS. 

FOEM  481. 

State  of ,  County  of ,  ss : 

Be  it  remembered,  that  on  this  10th  day  of  March,  A.  D.  1910, 
before  the  undersigned  notary  public,  personally  appeared  the  above 
named  A  B,  C  D,  E  F  and  G  H,  well  and  personally  known  to  me  to  be 
the  same  persons  described  in  and  who  executed  the  foregoing  instru- 
ment and  severally  duly  acknowledged  to  me  that  they  executed  the 
same. 

In  witness  whereof,  etc. 

( Seal. )  ,  Notary  Public. 

FORM  482. 

State  of ,  County  of ,  ss : 

On  this  10th  day  of  January,  A.  D.  1910,  before  me,  the  under- 
signed notary  public,  personally  appeared  A  B,  to  me  personally  known, 
who,  being  by  me  duly  sworn,  did  say  that  he  is  the  president  of  the 
Cold  Ice  Company,  and  that  the  seal  affixed  to  said  instrument  is  the 
corporate  seal  of  said  corporation,  and  that  said  instrument  was  signed 
and  sealed  in  behalf  of  said  corporation  by  authority  of  its  board  of 
directors,  and  that  said  A  B  acknowledged  said  instrument  to  be  the 
free  act  and  deed  of  said  corporation. 

In  witness  whereof,  etc. 

(Seal.)  ,  Notary  Public. 

FOEM  483. 

State  of  California,  County  of  Tulare,  ss  : 

On  this  25th  day  of  January,  A.  D.  1910,  before  me,  the  under- 
signed, notary  public,  in  and  for  said  county  and  state,  personally  ap- 
peared A  B,  known  to  me  to  be  president  of  the  above  named  Croesus 
Mining  Company,  the  corporation  that  executed  the  within  instrument, 
and  acknowledged  to  me  that  said  corporation  executed  the  same. 

In  witness  whereof,  etc. 

(Seal.)  9  Notary  Public. 

FORM  484. 

State  of  Indiana,  County  of  Marion,  ss  : 

Before  me,  Edward  F.  White,  a  notary  public  in  and  for  said  county 
and  state,  personally  appeared  A  B,  C  D,  E  F  and  G  H  and  acknowl- 
edged the  execution  of  the  foregoing  articles  of  incorporation  for  the 
uses  and  purposes  therein  named. 

Witness  my  hand  and  notarial  seal,  etc. 

(Seal.)  f  Notary  Public. 


ACKNOWLEDGMENTS.  317 

FORM  485. 

State  of  Missouri,  County  of  St.  Louis,  ss  : 

On  this  first  day  of  February,  A.  D.  1910,  before  me,  personally  ap- 
peared* A  B,  C  D  and  E  F,  to  me  known  to  be  the  persons  described  in 
and  who  executed  the  foregoing  instrument,  and  acknowledged  that 
they  executed  the  same  as  their  free  act  and  deed. 

In  witness  whereof,  etc. 

(Seal.)  1  Notary  Public. 

FORM  486. 

State  of  New  Jersey,  County  of  Hudson,  ss  : 

Be  it  remembered  that  on  this  23d  day  of  February,  A.  D.  1910,  be- 
fore the  undersigned,  personally  appeared  Charles  C.  Cluff,  William  J. 
Curtis  and  Charles  McVeagh,  who,  I  am  satisfied,  are  the  persons 
named  in  and  who  executed  the  foregoing  certificate;  and  I  having 
first  made  known  to  them  and  to  each  of  them  the  contents  thereof, 
they  did  each  acknowledge  that  they  signed,  sealed  and  delivered  the 
same  as  their  voluntary  act  and  deed. 

( Seal. )  f  Notary  Public. 

FORM  487. 

State  of  Washington,  County  of ,  ss : 

I,  Thomas  A.  Bullock,  a  notary  public  in  and  for  said  state  of  Wash- 
ington, county  of ,  duly  commissioned,  sworn  and  qualified,  do 

hereby  certify  that  on  this  1st  day  of  March,  A.  D.  1910,  before  me 
personally  appeared  A  B,  C  D,  E  F,  G  H  and  I  J,  to  me  known  to  be 
the  individuals  described  in  and  who  executed  the  within  instrument, 
and  acknowledged  that  they  signed  and  sealed  the  same  as  their  free 
and  voluntary  act  and  deed  for  the  uses  and  purposes  herein  mentioned. 

Given  under  my  hand  and  seal,  etc. 

(Seal.)  ,  Notary  Public. 

FORM  488. 

State  of  West  Virginia,  County  of ,  ss : 

I,  James  Smith,  the  undersigned  notary  public,  in  and  for  said 
county  and  state  aforesaid,  hereby  certify  that  A  B,  C  D,  E  F,  and 
G  H,  whose  names  are  signed  to  the  foregoing  agreement,  bearing  date 
on  the  1st  day  of  March,  A.  D.  1910,  this  day  personally  appeared 
before  me  and  in  my  said  county,  and  severally  acknowledged  their 
signatures  to  the  same. 

And  I  further  certify  that  A  B  and  C  D,  two  of  the  corporators 


318  CORPORATION    FORMS. 

named  in  said  agreement,  made  oath  before  me  that  the  amount  therein 
stated  to  have  been  paid  on  the  capital  stock  has  been  in  good  faith  paid 
in,  for  the  purposes  and  business  of  the  intended  corporation,  without 
any  intention  or  understanding  that  the  same  shall  be  withdrawn 
therefrom  before  the  expiration  or  dissolution  of  this  corporation. 

Given  under  my  hand  and  official  seal,  etc. 

(Seal.)  ,  Notary  Public. 

5.    Affidavits. 

FORM  489. 

State  of  South  Dakota,  County  of ,  ss : 

A  B  and  E  F,  being  duly  sworn,  each  for  himself  deposes  and  says 
that  he  is  one  of  the  persons  described  in  and,  who  signed  the  fore- 
going articles  of  incorporation  as  an  incorporator  therein ;  that  he  has 
read  said  articles  and  knows  the  contents  thereof;  that  the  incorpo- 
rators intend  in  good  faith  to  form  a  corporation  for  the  purpose  of 
the  formation  of  a  lawful  business,  as  set  forth  in  said  articles,  and 
not  for  the  purpose  of  enabling  any  corporation  or  corporations  to 
avoid  provisions  of  sections  770-781,  inclusive,  of  the  Revised  Penal 
Code  of  1903  of  the  state  of  South  Dakota,  relating  to  unlawful  trusts 
and  combinations  and  laws  amendatory  thereto. 

(Signed)     A  B, 

Subscribed  and  sworn  to,  etc.  E  F. 

(Seal.) 

FORM  490. 

State  of ,  County  of ,  ss : 

Before  me  personally  came  A  B,  to  me  known,  who,  being  by  me 

duly  sworn,  did  depose  and  say  that  he  reside  in  the  city  of ; 

that  he  is  the  president  of  the  Deep  Sea  Fisheries  Company,  the  cor- 
poration described  in  and  which  executed  the  above  instrument.  That 
he  knows  the  seal  of  said  corporation ;  that  the  seal  affixed  to  said  in- 
strument is  the  corporate  seal  of  said  corporation;  that  it  was  so  af- 
.  fixed  by  order  of  the  board  of  directors  of  said  corporation,  and  that 
he  signed  the  same  thereto  by  said  order. 

(Signed)     A  B. 

Subscribed  and  sworn  to,  etc. 

(Seal.) 


AFFIDAVITS.  319 

FOEM  491. 

Anti-Trust  Affidavit. 

State  of  Missouri,  County  of ,  ss : 

I, ,  do  solemnly  swear  that  I  am  the (president,  sec- 
retary  or   managing  officer)    of   the   corporation   known   and   styled 

,  duly  incorporated  under  the  laws  of  Missouri,  on  the 

day  of ,  1910,  and  now  transacting  or  conducting  business  in 

the  state  of  Missouri,  and  that  I  am  duly  authorized  to  represent  said 
corporation  in  the  making  of  this  affidavit.     And  I  do  further  swear 

that  the  said ,  known  and  styled  as  aforesaid,  is  not  now,  and 

has  not  at  any  time  within  one  year  from  the  date  of  this  affidavit, 
created,  entered  into,  become  a  member  of,  or  participated  in  any  pool 
trust,  agreement,  combination,  confederation  or  understanding  with 
any  other  corporation,  partnership,  individual  or  any  other  person  or 
association  of  persons,  to  regulate  or  fix  the  price  of  any  article  of 
manufacture,  mechanism,  merchandise,  commodity,  convenience,  re- 
pair, any  product  of  mining,  or  any  article  or  thing  whatsoever,  or  the 
price  or  premium  to  be  paid  for  insuring  property  against  loss  or  dam- 
age by  fire,  lightning  or  storm ;  and  that  it  has  not  entered  into,  or  be- 
come a  member  of  or  a  party  to  any  pool,  trust,  agreement,  contract, 
combination  or  confederation  to  fix  or  limit  the  amount  or  quantity  of 
any  article  of  manufacture,  mechanism,  merchandise,  commodity,  con- 
venience, repair,  any  product  of  mining,  or  any  article  or  thing  what- 
soever, or  the  price  or  premium  to  be  paid  for  insuring  property  against 
loss  or  damage  by  fire,  lightning,  or  storm ;  and  that  it  has  not  issued 
and  does  not  own  any  trust  certificates,  and  for  any  corporation,  agent, 
officer  or  employe,  or  for  the  directors  or  stockholders  of  any  corpora- 
tion, has  not  entered  into  and  is  not  now  in  any  combination,  contract 
or  agreement  with  any  person  or  persons,  corporation  or  corporations, 
or  with  any  stockholder  or  director  thereof,  the  purpose  and  effect  of 
which  said  combination,  contract  or  agreement  would  be  to  place  the 
management  or  control  of  such  combination  or  combinations,  or  the 
manufactured  product  thereof,  in  the  hands  of  any  trustee  or  trustees, 
with  the  intent  to  limit  or  fix  the  price,  or  lessen  the  production  and 
sale  of  any  article  of  commerce,  use  or  consumption,  or  to  prevent,  re- 
strict or  diminish  the  manufacture  or  output  of  any  article ;  and  that 
it  has  not  made  or  entered  into  any  arrangement,  contract  or  agree- 
ment with  any  person,  association  of  persons  or  corporation,  designed 
to  lessen,  or  which  tends  to  lessen,  full  and  free  competition  in  the  im- 
portation, manufacture  or  sale  of  any  article,  product  or  commodity  in 
this  state,  or  under  the  terms  of  which  it  is  proposed,  stipulated,  pro- 


320  CORPORATION    FORMS. 

vided,  agreed  or  understood  that  any  particular  or  specified  article, 
product  or  commodity  shall  he  dealt  in,  sold  or  offered  for  sale  in  this 
state,  to  the  exclusion,  in  whole  or  in  part,  of  any  competing  article, 

product  or  commodity.  

(President,  Secretary  or  Managing  Officer.) 

Subscribed  and  sworn  to  before  me,  a  ,  within  and  for  the 

county  of ,  this day  of ,  19 — . 

(Seal.)  

Received  and  filed. 

FORM  492. 
Acknowledgment — Alabama. 

State  of  Alabama,  County  of  Jefferson,  ss  : 

I,  Hugh  C.  Crane,  a  notary  public  in  and  for  said  county  and  state, 
hereby  certify  that  W.  W.  Fox,  whose  name  as  the  president  of  the 
Birmingham  Steel  Company,  a  corporation,  is  signed  to  the  foregoing 
instrument  (mortgage,  deed,  etc.),  and  who  is  known  to  me,  acknowl- 
edged before  me  this  day,  being  informed  of  the  contents  of  said  in- 
strument that  he,  as  such  officer,  and  with  full  authority,  executed 
the  same  voluntarily  for  and  as  the  act  of  said  corporation. 

Given  under  my  hand  this  10th  day  of  January,  A.  D.  1910. 

FORM  493. 
Acknowledgment — Alaska. 

Territory  of  Alaska,  County  of  Skagway,  ss  : 

Before  me,  Arthur  Frame,  a  notary  public  in  and  for  said  county 
and  territory,  on  this  day  personally  appeared  J.  S.  Harding,  known 
to  me  to  be  the  person  whose  name  is  subscribed  to  the  foregoing  in- 
strument as  president  of  the  Skagway  Cold  Storage  Company,  the 
corporation  described  in  the  foregoing  instrument,  and  acknowledged 
to  me  as  such  officer  that  he  executed  the  same  for  said  corporation ; 
and  that  he  executed  the  same  for  the  purpose  and  consideration 
therein  expressed  as  its  free  act  and  deed  and  by  him  voluntarily  exe- 
cuted. 

Given  under  my  hand  and  seal  of  office  this  10th  day  of  January, 
A.  D.  1910. 

(Signed  and  sealed.) 


AFFIDAVITS.  321 

FORM  494. 
Acknowledgment — Arizona. 

Territory  of  Arizona,  County  of  Maricopa,  ss  : 

Before  me,  Charles  S.  Ainsworth,  a  notary  public  in  and  for  said 
territory  and  county,  on  this  day  personally  appeared  J.  H.  Kibbey, 
known  to  me  to  be  the  person  whose  name  is  subscribed  to  the  forego- 
ing instrument  as  president  of  the  Phoenix  Water  Company,  the  cor- 
poration described  in  the  foregoing  instrument,  and  acknowledged  to 
me  as  such  officer  that  he  executed  the  same  for  said  corporation ;  and 
that  he  acknowledged  the  same  for  the  purpose  and  consideration 
therein  expressed  as  its  free  act  and  deed  and  by  him  voluntarily  exe- 
cuted. 

Given  under  my  hand  and  seal  of  office  this  10th  day  of  January, 
A.  D.  1910. 

FORM  495. 
Acknowledgment — Arkansas. 

State  of  Arkansas,  County  of  Union,  ss  : 

On  this  day  personally  appeared  before  me  the  undersigned,  R.  L. 
Floyd,  a  notary  public  in  and  for  the  county  and  state  aforesaid,  W.  N. 
Van  Hook,  to  me  well  known  as  the  president  of  the  Eldorado  Savings 
Bank;  a  corporation  organized  under  the  laws  of  the  state  of  Arkansas 
and  having  its  office  and  place  of  business  at  the  city  of  Eldorado, 
Union  County,  Arkansas,  and  J.  H.  Green,  to  me  well  known  as  the 
secretary  of  said  corporation,  and  acknowledged  that  they  had  in  their 
said  official  capacities  executed  the  foregoing  deed  as  the  act  and  deed 
of  said  company  for  the  consideration  and  purpose  therein  mentioned. 

Witness  my  hand  and  official  seal  this  20th  day  of  February,  A.  D. 
1910. 

FORM  496. 

Acknowledgment — California. 

State  of  California,  County  of  Los  Angeles,  ss  : 

On  this  first  day  of  March,  in  the  year  one  thousand  nine  hundred 
and  ten,  before  me,  Nathaniel  P.  Conrey,  judge  of  the  superior  court, 
personally  appeared  Joel  H.  Moorman,  known  to  me  to  be  the  presi- 
dent of  the  corporation  that  executed  the  within  instrument,  and 
acknowledged  to  me  that  such  corporation  executed  the  same. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my  offi- 
cial seal  the  day  and  year  in  this  certificate  as  above  written. 

Nathaniel  P.  Conrey, 
(Seal.)  Judge  Superior  Court. 

21— Thomp.  Corp.  VII. 


322  CORPORATION    FORMS. 

FORM  497. 
Acknowledgment — Colorado. 

State  op  Colorado,  County  of  Denver,  ss  : 

I,  G.  E.  Hitter,  a  notary  public  in  and  for  said  county  in  the  state 
aforesaid,  do  hereby  certify  that  Ben  B.  Lindsey,  president,  and  John 
A.  Rush,  secretary,  of  the  Denver  Juvenile  Rescue  Mission  Company, 
who  are  personally  known  to  me  to  be  the  president  and  secretarv,  and 
who  are  personally  known  to  me  to  be  the  same  persons  who  executed 
the  within  instrument  in  writing  on  behalf  of  the  Denver  Juvenile  Res- 
cue Mission  Company,  appeared  before  me  this  day'  in  person  and  ac- 
knowledged that  they  signed,  sealed  and  delivered  the  said  instrument 
as  their  free  and  voluntary  act,  and  the  free  and  voluntary  act  of  said 
company  for  the  uses  and  purposes  therein  specified. 

Given  under  my  hand  and  seal  this  1st  day  of  March,  A.  D.  1910. 

FORM  498. 
Acknowledgment — Connecticut. 

State  of  Connecticut,  County  of  Hartford,  ss  : 

Then  and  there  personally  appeared  J.  F.  Walsh,  president  of  the 
Hartford  Supply  Company,  signer  and  sealer  of  the  foregoing  instru- 
ment, and  acknowledged  the  same  to  be  his  free  act  and  deed  as  presi- 
dent as  aforesaid,  and  the  free  act  and  deed  of  said  corporation  be- 
fore me. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  notarial  seal 
this  10th  day  of  February,  A.  D.  1910. 

Joseph  Barr,  Notary  Public. 

FORM  499. 
Acknowledgment — District  of  Columbia. 

District  of  Columbia,  ss: 

On  this  25th  day  of  January,  A.  D.  1910,  before  me  appeared  Wil- 
liam H.  Dennis,  to  me  personally  known,  who,  being  by  me  duly  sworn, 
did  upon  oath  say  that  he  is  the  president  of  the  corporation,  The 
Washington  Aristocratic  Club,  and  that  the  seal  affixed  to  said  instru- 
ment is  the  corporate  seal  of  said  corporation  and  that  said  instrument 
was  signed  and  sealed  in  behalf  of  said  corporation  by  authority  of  its 
board  of  directors,  and  said  William  H.  Dennis  acknowledged  said  in- 
strument to  be  the  free  act  and  deed  of  said  corporation. 

In  testimony  whereof,  I  hereunto  set  my  hand  and  affix  my  official 
seal  the  day  and  year  first  above  written. 


AFFIDAVITS.  323 

FORM  500. 
Acknowledgment — Delaware. 

State  of  Delaware,  County  of  Kent,  ss  : 

Be  it  remembered,  that  on  this  1st  day  of  February,  A.  D.  one  thou- 
sand nine  hundred  and  ten,  before  me,  Frank  H.  Davis,  a  notary 
public  for  the  state  of  Delaware,  personally  came  Thomas  C.  Frame, 
president  of  the  Dover  Fisheries  Company,  a  party  to  this  indenture 
known  to  me  personally  to  be  such,  and  acknowledged  said  indenture 
to  be  his  act  and  deed  and  the  act  and  deed  of  said  company,  and  the 
seal  thereof  affixed  to  be  the  common  and  corporate  seal  of  said  com- 
pany duly  affixed  by  its  authority,  and  that  the  signing,  sealing, 
acknowledgment  and  delivery  of  said  indenture  was  duly  authorized 
by  resolution  of  its  board  of  directors. 

Given  under  my  hand  and  seal  of  office  the  day  and  year  aforesaid. 

FORM  501. 
Acknowledgment — Florida. 

State  of  Florida,  County  of  Leon,  ss  : 

On  this  20th  day  of  January,  A.  D.  1910,  before  me,  J.  L.  Neeley,  a 
notary  public  in  and  for  said  county  and  state,  personally  appeared 
W.  C.  Hodges,  president  of  the  Florida  Seedless  Orange  Company,  to 
me  known  to  be  the  person  described  in  and  who  executed  the  fore- 
going instrument  and  acknowledged  the  execution  thereof  to  be  the  free 
act  and  deed  of  the  said  Florida  Seedless  Orange  Company,  for  the 
uses  and  purposes  therein  mentioned. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my  of- 
ficial seal  the  day  and  year  first  above  written. 

FORM  502. 

Acknowledgment — Georgia. 

State  of  Georgia,  County  of  Fulton,  ss  : 

Before  me,  John  W.  Cox,  the  undersigned  notary  public  in  and  for 
said  county  and  state,  personally  came  Walter  R.  Brown  and  Herbert 
A.  Sage,  each  to  me  personally  known  to  be  the  individuals  described 
in  and  who  executed  the  foregoing  indenture  and  to  be  respectively  the 
president  and  secretary  of  the  Atlanta  Electric  Light  Company ;  and 
the  said  Walter  R.  Brown  and  Herbert  A.  Sage  each  acknowledged  to 
me  that  he  executed  the  said  instrument  in  behalf  of  and  as  the  free, 
true  and  lawful  act  and  deed  of  said  corporation  for  the  uses  and  pur- 


324  CORPORATION    FORMS. 

poses  therein  mentioned,  and  they  each  acknowledged  the  same  to  he 
his  true  and  lawful  act. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  the  day  and  year  first  ahove  written. 

FOEM  503. 
Acknowledgment — Territory  of  Hawaii. 

Territory  of  Hawaii,  County  of  Oahu,  ss  : 

On  this  25th  day  of  January,  A.  D.  1910,  before  me  appeared  S.  B. 
Dole,  to  me  personally  known,  who,  being  by  me  duly  sworn,  did  say 
that  he  is  the  president  of  the  Pacific  Steamship  Navigation  Com- 
pany; and  that  the  seal  affixed  to  the  above  and  foregoing  instrument 
is  the  corporate  seal  of  said  corporation  and  that  said  instrument  is 
signed  and  sealed  in  behalf  of  said  corporation  by  authority  of  its 
board  of  directors,  and  the  said  S.  B.  Dole  acknowledged  said  instru- 
ment to  be  the  free  act  and  deed  of  said  corporation. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  notarial  seal 
the  day  and  year  above  written.  John  Doe,  Notary  Public. 

FOEM  504. 
Acknowledgment — New  Jersey. 

State  of  New  Jersey,  County  of  Passaic,  ss  : 

Be  it  remembered  that  on  this  20th  day  of  January,  A.  D.  1910,  be- 
fore me,  in  the  state  and  county  aforesaid  personally  came  John  O. 
Benson  and  Daniel  L.  Campbell,  each  to  me  personally  known  and 
personally  known  to  me  to  be  the  individuals  described  in  and  who 
executed  the  foregoing  indenture,  and  to  be  respectively  the  president 
and  secretary  of  the  Georgia  Midland  Eailroad  Company;  and  the 
said  John  O.  Benson  and  Daniel  L.  Campbell  each  acknowledged 
to  me  that  he  executed  the  same  in  behalf  of  and  as  the  free,  true  and 
lawful  deed  of  the  said  corporation  for  the  uses  and  purposes  therein 
mentioned,  and  they  each  acknowledged  the  same  to  be  his  true  and 
lawful  act. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  the  day  and  year  first  above  written. 

William  M.  Smith, 
Commissioners  for  the  State  of  Georgia. 


AFFIDAVITS. 


325 


FORM  505. 
Acknowledgment — Idaho. 

State  of  Idaho,  County  of  Ada,  ss  : 

On  the  30th  day  of  January,  in  the  year  1910,  before  me,  Charles  S. 
Kingsley,  the  undersigned  notary  public  in  and  for  said  county  and 
state  personally  appeared  Karl  Pain,  known  to  me  to  be  the  president 
of  the  Idaho  Black  Sheep  Company,  the  corporation  that  executed  the 
within  instrument,  and  acknowledged  to  me  that  said  corporation  exe- 
cuted the  same. 

In  witness  whereof,  etc. 

FORM  506. 
Acknowledgment — Illinois. 

State  of  Illinois,  County  of  McLean,  ss  : 

I,  Henry  S.  Dooley,  a  notary  public  in  and  for  said  county  and  state, 
do  hereby  certify  that  R.  M.  Benjamin,  president  of  the  above-named 
Bloomington  Law  Library  Association,  personally  known  to  me  to  be 
the  same  person  whose  name  is  subscribed  to  the  foregoing  instrument 
as  such  president,  and  to  be  such  president  of  said  association,  ap- 
peared before  me  this  day  in  person  and  acknowledged  that  he,  as  such, 
signed,  sealed  and  delivered  said  instrument  as  the  free  and  voluntary 
act  of  said  corporation  and  as  his  own  free  and  voluntary  act  as  such 
president  thereunto  duly  authorized  for  the  uses  and  purposes  therein 

set  forth. 

Given  under  my  hand  and  official  seal  this  23d  day  of  January, 

A.  D.  1910. 

FORM  507. 

Acknowledgment — Indiana. 

State  of  Indiana,  County  of  Marion,  ss  : 

Be  it  remembered  that  on  the  first  day  of  February,  A.  D.  1910,  be- 
fore me,  Richard  V.  Sipe,  a  notary  public  in  and  for  said  county  and 
state,  personally  appeared  the  Hoosier  Mills  Company,  a  corporation, 
by  Edgar  A.  Evans,  its  president,  and  acknowledged  the  execution  of 
the  above  and  foregoing  instrument  as  the  voluntary  act  and  deed  of 
said  company  for  the  uses  and  purposes  therein  set  forth. 

In  witness  whereof,  etc. 


326  CORPORATION    FORMS. 

FORM  508. 
Acknowledgment — Iowa. 

State  of  Iowa,  County  of  "Wapello,  ss  : 

On  this  31st  day  of  January,  A.  D.  1910,  before  me  personally  ap- 
peared John  F.  "Webber,  to  me  personally  known,  who,  being  by  me 
duly  sworn,  did  say  that  he  is  president  of  the  Wapello  Mortgage  Loan 
Association,  a  corporation  of  said  state  and  county,  and  that  the  seal 
affixed  to  the  within  and  foregoing  instrument  is  the  corporate  seal  of 
said  corporation,  and  that  said  instrument  was  signed  and  sealed  in 
behalf  of  said  corporation  by  authority  of  its  board  of  directors,  and 
said  John  F.  "Webber  acknowledged  said  instrument  to  be  the  voluntary 
act  and  deed  of  said  corporation  by  each  of  them  voluntarily  executed. 

Witness  my  hand  and  seal  of  the  district  court  the  day  and  year  first 
above  written.  M.  A.  Roberts,  District  Judge. 

FOEM  509. 
Acknowledgment — Kansas. 

State  of  Kansas,  County  of  Bourbon,  ss  : 

Be  it  remembered,  that  on  the  1st  day  of  February,  A.  D.  1910,  be- 
fore me,  the  undersigned,  a  notary  public  within  and  for  the  county 
and  state  aforesaid,  personally  came  William  W.  Padgett,  president  of 
the  Fort  Scott  Land  and  Improvement  Company,  a  corporation  duly 
organized  and  incorporated  and  existing  under  the  laws  of  the  said 
state  of  Kansas,  who  is  personally  known  to  me  to  be  such  officer,  and 
who  is  personally  known  to  me  to  be  the  person  who  executed,  as  such 
officer,  the  within  instrument  of  writing,  and  as  such  person  duly 
acknowledged  the  execution  of  the  same  to  be  the  act  and  deed  of  said 
corporation. 

In  witness  whereof,  etc. 

FORM  510. 

Acknowledgment — Kentucky. 

State  of  Kentucky,  County  of  Campbell,  ss  : 

Personally  appeared  before  me,  a  notary  public  in  and  for  county 
and  state  aforesaid,  A.  B.  Drake,  president  of  the  Newport  Novelty 
Company,  a  corporation  duly  organized  and  incorporated  and  existing 
under  and  by  virtue  of  the  laws  of  the  state  of  Kentucky,  and  C.  D. 
Long,  secretary  of  said  corporation,  who  are  personally  known  to  me 


AFFIDAVITS. 


327 


to  be  such  officers,  and  who  are  personally  known  to  me  to  be  the  same 
persons  who  executed  as  such  officers  the  within  and  foregoing  instru- 
ment of  writing,  and  such  persons  duly  acknowledged  the  execution  of 
the  same  to  be  the  act  and  deed  of  said  corporation. 

Subscribed  to  in  my  presence  this  21st  day  of  January,  A.  D.  1910. 

FORM  511. 

Acknowledgment — Louisiana. 

State   of   Louisiana,   County   of   Orleans,   City  of   New   Or- 
leans, ss: 

On  this  25th  day  of  January,  A.  D.  1910,  before  me,  the  subscriber, 
George  T.  Lapeyre,  duly  appointed  to  take  proof  and  acknowledgment 
of  deeds  and  other  instruments,  came  Emerson  E.  Addington,  presi- 
dent, and  Watts  D.  Addington,  secretary,  of  the  Southern  Eire  In- 
surance Company,  to  me  personally  known  to  be  the  individuals  de- 
scribed in  and  who  executed  the  within  and  preceding  instrument, 
and  they  each  duly  acknowledged  to  me  in  the  presence  of  the  sub- 
scribing witnesses  that  the  above-named  corporation  executed  the  said 
instrument  as  its  free  act  and  deed,  and  that  they  and  each  of  them 
executed  said  instrument  for  and  on  behalf  of  the  said  corporation, 
and  being  by  me  each  duly  sworn,  severally  and  each  for  himself  de- 
poseth  and  sayeth  that  they  are  the  officers,  the  president  and  secre- 
tary, respectively,  of  the  company  aforesaid,  and  that  the  seal  affixed 
to  the  preceding  instrument  is  the  corporate  seal  of  said  company; 
and  that  the  said  corporate  seal  and  their  signatures  as  such  officers 
were  duly  affixed  and  subscribed  to  the  said  instrument  by  the  author- 
ity and  direction  of  said  corporation. 
In  witness  whereof,  etc. 

EOEM  512. 
Acknowledgment — Maine. 

State  of  Maine,  County  of  Kennebec,  ss  : 

Personally  appeared  the  above-named  Charles  W.  Jones,  president 
of  the  Kennebec  Lumber  Company,  and  acknowledged  the  above  in- 
strument to  be  the  free  act  and  deed  of  said  corporation. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  notarial  seal 

this  21st  day  of  January,  A.  D.  1910. 

Melvin  C.  Sawtelle,  Notary  Public. 


328  CORPORATION   FORMS. 

FORM  513. 

Acknowledgment — Maryland. 

State  of  Maryland,  County  of  Washington,  ss  : 

Before  the  subscriber,  a  notary  public  of  the  state  of  Maryland,  in 
and  for  the  said  county  of  Washington,  personally  appeared  on  this 
26th  day  of  January,  A.  D.  1910,  William  Kealhofer,  president  of  the 
Hagerstown  Milling  Company,  he  being  known  to  me  to  be  the  person 
named  in  the  foregoing  instrument,  and  being  personally  known  to 
me  to  be  the  president  of  the  said  Hagerstown  Milling  Company, 
acknowledged  the  execution  of  the  above  and  foregoing  instrument  by 
him  as  such  president  for  and  on  behalf  of  said  corporation  to  be  his 
voluntary  act  and  deed ;  and  acknowledged  the  execution  of  the  above 
and  the  foregoing  instrument  by  the  said  corporation,  the  Hagerstown 
Milling  Company,  to  be  its  voluntary  act  and  deed  for  the  uses  and 
purposes  therein  set  out. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  first  above  written. 

Norman  B.  Scott,  Notary  Public. 

FORM  514. 
Acknowledgment — Massachusetts. 

State  of  Massachusetts,  County  of  Bristol,  ss  : 

On  this  first  day  of  March,  A.  D.  1910,  before  me  appeared  William 
L.  Douglas,  to  me  personally  known,  who,  being  by  me  duly  sworn. 
did  say  that  he  is  the  president  of  the  Douglas  Shoe  Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  state  of  Massa- 
chusetts, and  that  the  seal  affixed  to  the  above  and  foregoing  instru- 
ment is  the  corporate  seal  of  said  corporation,  and  that  said  instru- 
ment was  signed  and  sealed  in  behalf  of  said  corporation  by  authority 
of  its  board  of  directors;  and  said  William  L.  Douglas  acknowledged 
said  instrument  to  be  the  free  act  and  deed  of  said  corporation. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  first  above  written. 

William  E.  Fuller,  Notary  Public. 

FORM  515. 

Acknowledgment — Michigan. 

State  of  Michigan,  County  of  Calhoun,  ss  : 

On  this  1st  day  of  February,  A.  D.  1910,  before  me  appeared  Albert 
N.  Ford,  to  me  personally  known,  who,  being  duly  sworn,  did  say  that 


AFFIDAVITS. 


329 


he  is  the  president  of  the  Battle  Creek  Sanitarium  Company,  and  that 
the  seal  affixed  to  the  above  and  foregoing  instrument  is  the  corporate 
seal  of  said  corporation,  and  that  the  said  instrument  was  signed  and 
sealed  in  behalf  of  said  corporation  by  authority  of  its  board  of  direc- 
tors; and  said  Albert  N.  Ford  acknowledged  said  instrument  to  be 
the  free  act  and  deed  of  said  corporation. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  first  above  written. 

Chakles  F.  McKenzie,  Notary  Public. 

FORM  516. 
Acknowledgment — Minnesota. 

State  of  Minnesota,  County  of  Hemnepin,  ss  : 

On  this  first  day  of  March,  A.  D.  1910,  before  me,  a  notary  public 
within  and  for  said  county  and  state,  appeared  John  H.  Steele  and 
Thomas  Kneeland,  to  me  personally  known,  who,  being  by  me  duly 
sworn,  did  say  respectively  that  they  are  the  president  and  secretary 
of  the  Mercantile  Adjustment  Company,  a  corporation  duly  organized 
and  existing  under  the  laws  of  the  state  of  Minnesota  and  located  at 
the  city  of  Minneapolis  in  the  said  state  of  Minnesota,  and  that  the 
seal  affixed  to  the  above  and  foregoing  instrument  is  the  corporate  seal 
of  said  corporation,  and  that  said  instrument  was  signed  and  sealed 
in  behalf  of  said  corporation  by  authority  of  its  board  of  directors, 
and  said  above-named  president  and  secretary  respectively  acknowl- 
edged said  instrument  to  be  the  free  act  and  deed  of  said  corporation. 

Witness  my  hand  and  notarial  seal  this  1st  day  of  March,  A.  D.  1910. 

Robert  Watson,  Notary  Public. 


FORM  517. 
Acknowledgment— Mississippi. 

State  of  Mississippi,  County  of  Hinds,  ss  : 

Personally  appeared  before  me,  the  undersigned,  a  notary  public  in 
and  for  the  county  and  state  aforesaid,  Chalmers  Alexander,  who 
acknowledged  that  as  president  of,  for  and  on  behalf  of,  and  by  au- 
thority of  the  Jackson  Land  and  Levee  Company,  he  signed  and  af- 
fixed the  corporate  seal  of  said  company  to  and  delivered  the  forego- 
ing instrument  on  the  day  and  year  therein  mentioned. 

Given  under  my  hand  and  official  seal  this  15th  day  of  February, 
A  D.  1910.  Robert  Lowry,  Notary  Public. 


330  CORPORATION    FORMS. 

FORM  518. 
Acknowledgment — Missouri. 

State  of  Missouri,  County  of  Cole,  ss  : 

On  this  1st  day  of  March,  in  the  year  one  thousand  nine  hundred 
and  ten,  before  me,  Byron  H.  Coon,  a  notary  public  in  and  for  said 
county  and  state,  personally  appeared  Fred  "\Y.  Kelse}r,  to  me  per- 
sonally known,  who,  being  by  me  duly  sworn,  did  say  that  he  is  presi- 
dent of  the  Conqueror  Trust  Company,  and  that  the  seal  affixed  to  the 
foregoing  instrument  is  the  corporate  seal  of  said  corporation,  and 
that  said  instrument  was  signed  and  sealed  in  behalf  of  said  corpora- 
tion by  authority  of  its  board  of  directors;  and  said  Fred  "W.  Kelsey 
acknowledged  said  instrument  to  be  the  free  act  and  deed  of  said  cor- 
poration. 

In  witness  whereof,  etc. 

FORM  519. 
Acknowledgment — Montana. 

State  of  Montana,  County  of  Yellowstone,  ss  : 

On  this  16th  day  of  March,  in  the  year  one  thousand  nine  hundred 
and  ten,  before  me,  Henry  A.  Frith,  a  notary  public  in  and  for  said 
county  and  state,  personally  appeared  Henry  H.  Nibbe,  known  to  me 
to  be  the  president  of  the  Yellowstone  Rapid  Transportation  Company, 
the  corporation  that  executed  the  within  and  foregoing  instrument, 
and  acknowledged  to  me  that  such  corporation  executed  the  same. 

In  witness  whereof,  etc. 

FORM  520. 
Acknowledgment — Nebraska. 

State  of  Nebraska,  County  of  Lancaster,  ss  : 

On  this  10th  day  of  March,  A.  D.  1910,  before  me,  a  notary  public 
duly  commissioned  and  qualified  in  and  for  said  county,  personally 
came  the  above-named  James  E.  Robertson,  president,  and  Burt  C. 
Enayert,  secretary,  of  the  Lincoln  Beet  Sugar  Company,  who  are  per- 
sonally known  to  me  to  be  the  identical  persons  whose  names  are  an- 
nexed to  the  above  and  foregoing  deed  as  president  and  secretary  of 
said  corporation,  and  they  acknowledged  the  instrument  to  be  their 
voluntary  act  and  deed,  and  the  voluntary  act  and  deed  of  said  corpo- 
ration. 

Witness  my  hand  and  notarial  seal  at  the  city  of  Lincoln  in  said 
county  the  date  aforesaid.  John  M.  Stuart,  Notary  Public. 


AFFIDAVITS.  331 

FORM  521. 
Acknowledgment — Nevada. 

State  of  Nevada,  County  of  Ormsby,  ss  : 

On  the  1st  day  of  March,  one  thousand  nine  hundred  and  nine,  be- 
fore me,  Eobert  Richards,  a  notary  public  in  and  for  the  said  county 
of  Ormsby,  personally  appeared  James  D.  Finch,  personally  known 
to  me  to  be  the  president  of  the  Gold  Gulch  Mining  Company,  the  cor- 
poration that  executed  the  within  and  foregoing  instrument,  and 
acknowledged  to  me  that  such  corporation  executed  the  same  freely 
and  voluntarily,  and  for  the  uses  and  purposes  therein  mentioned. 

In  witness  whereof,  etc. 

FORM  522. 
Acknowledgment — New  Hampshire. 

State  of  New  Hampshire,  County  of  Merrimack,  ss  : 

On  the  1st  day  of  February,  A.  D.  1910,  the  Boston  and  Maine 

Railroad  Company,  by  J.  H.  Albin,  its  president  and  agent  for  this 

purpose,  duly  authorized,  appeared  and  acknowledged  the  foregoing 

instrument,  by  it  signed,  to  be  its  free  act  and  deed. 

Before  me,  Albert  Jackson,  a  notary  public  in  and  for  said  county 

and  state.  (Signed.) 

FORM  523. 
Acknowledgment — New  Jersey. 

State  of  New  Jersey,  County  of  Mercer,  ss  : 

Be  it  remembered  that  on  the  25th  day  of  January,  A.  D.  1910,  be- 
fore me,  a  notary  public  in  and  for  said  county  and  state,  personally 
appeared  John  T.  Temple,  president  of  the  Trenton  Street  Cleaning 
Company,  personally  known  to  me,  and  who  executed  the  above  and 
foregoing  deed,  and  I  having  first  made  known  to  him  the  contents 
thereof,  he  did  acknowledge  that  the  said  corporation  signed,  sealed 
and  delivered  the  same  as  its  voluntary  act  and  deed,  and  he  did 
acknowledge  that  he  as  the  president  of  said  corporation  signed,  sealed 
and  delivered  the  said  deed  for  and  on  behalf  of  said  corporation,  for 
the  uses  and  purposes  therein  expressed. 

In  witness  whereof,  etc. 


332  CORPORATION    FORMS. 

FORM  524. 
Proof  of  Execution — New  Jersey. 

State  of  New  Jersey,  County  of  Essex,  ss  : 

Be  it  remembered,  that  on  the  5th  day  of  March,  in  the  year  of  our 
Lord  one  thousand  nine  hundred  and  ten,  before  me,  the  undersigned 
notary  public  in  and  for  said  county  and  state,  personally  appeared 
Francis  Childs,  to  me  known,  who,  being  duly  sworn  according  to  law, 
on  his  oath  does  depose  and  say :  That  he  is  the  president  of  the  cor- 
poration, the  Newark  Surface  Railway  Company,  the  grantor  in  the 
foregoing  deed  named ;  that  the  seal  affixed  to  the  said  deed  is  the  cor- 
porate seal  of  said  corporation;  that  he  is  the  president  and  Joseph  D. 
Galligher  is  the  secretary  of  said  corporation  ;  that  he  as  such  president 
signed  the  said  deed  and  that  he  saw  the  said  Joseph  D.  Galligher  as 
such  secretary  attest  the  same  and  affix  thereto  the  seal  of  the  corpora- 
tion ;  that  the  said  deed  was  signed,  sealed  and  delivered  as  the  volun- 
tary act  and  deed  of  the  said  corporation  and  of  this  deponent  as  such 
president  who  signed  the  same  by  the  order  of  the  board  of  directors 
of  said  corporation ;  that  the  said  Joseph  D.  Galligher  signed  his  name 
thereto,  as  subscribing  witness. 

Subscribed  and  sworn  to  before  me  the  day  and  year  above  written. 

,  Notary  Public. 

FORM  525. 

Proof  of  Execution — Outside  of  State. 

State  of  Ohio,  County  of  Hamilton,  ss  : 

Be  it  remembered  that  on  the  1st  day  of  March,  in  the  year  1910, 
before  me,  the  undersigned,  John  D.  Long,  a  notary  public  in  and  for 
the  city  of  Cincinnati,  county  of  Hamilton,  in  the  said  state  of  Ohio, 
personally  appeared  William  S.  Diggs  and  James  S.  Drake,  with  whom 
I  am  personally  acquainted  and  who  are  personally  well  known  to  me, 
and  who,  I  am  satisfied,  are  the  president  and  secretary,  respectively, 
of  the  North  American  Surety  Company,  grantor  named  in  the  within 
and  foregoing  conveyance,  and  I  having  first  made  known  to  them  the 
contents  of  the  said  instrument,  they,  being  by  me  duly  sworn  on  his 
oath,  did  each  for  himself  and  neither  for  the  other,  depose  and  say 
that  they  resided,  the  said  William  S.  Diggs  in  the  city  of  Cincinnati, 
county  of  Hamilton  and  state  of  Ohio;  that  the  said  James  S.  Drake, 
in  the  city  of  Cincinnati,  county  of  Hamilton,  state  of  Ohio ;  that  the 
said  William  S.  Diggs  is  the  president  and  the  said  James  S.  Drake 
the  secretary  of  the  North  American  Surety  Company,  the  grantor 
mentioned  in  the  above  and  foregoing  instrument,  and  the  corporation 


AFFIDAVITS. 


333 


described  in  and  which  executed  the  same;  that  they  know  the  seal 
of  said  corporation ;  that  the  seal  affixed  to  said  instrument  was  such, 
corporate  seal;  that  it  was  so  affixed  by  order  of  the  board  of  directors 
of  said  corporation;  and  the  said  William  S.  Diggs  signed  the  name  of 
said  corporation  to  said  instrument  by  order  of  the  board  of  directors 
of  said  corporation,  and  that  they  signed  their  names  thereto  by  like 
order;  and  that  the  said  James  S.  Drake  did  further  depose  and  say 
that  he  saw  the  said  William  S.  Diggs,  as  such  president,  sign  the  said 
instrument  and  heard  him  declare  that  he  signed,  sealed  and  delivered 
the  same  as  the  voluntary  act  and  deed  of  the  said  corporation  by  its 
order,  and  that  he,  the  said  James  S.  Drake,  signed  his  name  thereto 
as  a  subscribing  witness. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  notarial 
seal  the  day  and  year  above  written. 

John  D.  Long,  Notary  Public. 

FOEM  526. 

Acknowledgment — New  Mexico. 

Territory  of  New  Mexico,  County  of  Santa  Fe,  ss  : 

On  this  10th  day  of  March,  A.  D.  1910,  before  me,  Max  Frost,  a 
notary  public  in  and  for  said  county  and  territory,  personally  ap- 
peared Candelario  Martinez,  to  me  personally  known,  who,  being  by 
me  duly  sworn,  did  say  that  he  is  the  president  of  the  corporation,  the 
Long  Desert  Irrigation  Company,  and  that  the  seal  affixed  to  the  above 
and  "foregoing  instrument  is  the  corporate  seal  of  said  corporation,  and 
that  such  instrument  was  signed  and  sealed  in  behalf  of  such  corpora- 
tion by  authority  of  its  board  of  directors,  and  said  Candelario  Mar- 
tinez acknowledged  such  instrument  to  be  the  free  and  voluntary  act 
and  deed  of  said  corporation. 

In  witness  whereof,  I  have  hereunto  subscribed  my  name  and  affixed 
my  official  seal  the  day  and  year  in  this  certificate  first  above  written. 

Max  Frost,  Notary  Public. 

FOEM  527. 
Acknowledgment— New  York. 

State  of  New  York,  County  of  New  York,  ss : 

On  the  15th  day  of  January,  in  the  year  1910,  before  me  personally 
came  James  B.  Kennedy,  to  me  known,  who,  being  by  me  duly  sworn, 
did  depose  and  say  that  he  resided  in  the  city  of  New  York;  that  he 
is  the  president  of  the  Kennedy  Flouring  Mill  Company,  the  corpora- 


334  CORPORATION    FORMS. 

tion  described  in  and  which  executed  the  above  and  foregoing  instru- 
ment ;  that  he  knows  the  seal  of  said  corporation ;  that  the  seal  affixed 
to  said  instrument  was  said  corporate  seal;  that  it  was  so  affixed  by 
order  of  the  board  of  directors  of  said  corporation,  and  that  he  signed 
the  name  of  said  corporation  and  that  he  signed  his  name  thereto  by 
like  order.  James  B.  Kennedy. 

Subscribed  and  sworn  to. 

FOEM  528. 
Proof  of  Execution — New  York. 

State  of  New  York,  County  of  New  York,  ss  : 

On  the  17th  day  of  January,  in  the  year  one  thousand  nine  hundred 
and  ten,  before  me,  George  H.  Studdy,  a  notary  public  in  and  for  said 
county  and  state,  personally  came  Charles  M.  Hughes,  to  me  known, 
who,  being  by  me  duly  sworn,  did  depose  and  say  that  he  resided  in 
the  city  of  New  York  and  in  the  county  and  state  of  New  York ;  that 
he  is  the  president  of  the  National  Progressive  Association,  the  corpo- 
ration described  in  and  which  executed  the  above  and  foregoing  in- 
strument ;  that  he  knows  the  seal  of  said  corporation,  and  that  the  seal 
affixed  to  said  instrument  is  such  corporate  seal :  that  it  was  so  affixed 
by  order  of  the  board  of  directors  of  said  corporation,  and  that  he 
signed  the  name  of  said  corporation,  and  that  he  signed  his  name 
thereto  by  like  order. 

In  witness  whereof,  etc. 

FOEM  529. 

Proof  of  Execution — North  Carolina. 

State  of  North  Carolina,  County  of  Wake,  ss  : 

This  is  to  certify  that  on  the  1st  day  of  January,  A.  D.  1910,  be- 
fore me,  Charles  F.  Fletcher,  a  notary  public  in  and  for  said  county 
and  state,  personally  came  John  W.  Hinsdale,  with  whom  I  am  per- 
sonally acquainted,  who,  being  by  me  duly  sworn,  says  that  he  is  the 
president  and  that  Claude  M.  Bernard  is  the  secretary  of  the  North 
Carolina  Pine  Tar  Company,  the  corporation  described  in,  and  which 
executed  the  above  and  foregoing  instrument :  that  he  knows  the  com- 
mon seal  of  said  corporation :  that  the  seal  affixed  to  the  foregoing  in- 
strument is  said  common  seal,  and  the  name  of  the  corporation  was 
subscribed  thereto  by  the  said  president,  and  that  said  president  and 
secretary  subscribed  their  names  thereto,  and  said  common  seal  was 


AFFIDAVITS.  335 

so  affixed  by  order  of  the  board  of  directors  of  said  corporation ;  and 
that  the  said  instrument  is  the  act  and  deed  of  said  corporation. 

(Signed.) 

FORM  530. 

Proof  of  Execution — North  Carolina. 

State  of  North  Carolina,  County  of  Guilford,  ss  : 

This  1st  day  of  March,  A.  D.  1910,  personally  came  before  me, 
George  Mitchell,  a  notary  public  in  and  for  said  county  and  state,  R.  D. 
Douglass,  who,  being  by  me  duly  sworn,  says  that  he  knows  the  com- 
mon seal  of  the  Greensboro  Loan  and  Trust  Company,  and  is  ac- 
quainted with  E.  E.  Justice,  who  is  the  president  of  said  corporation, 
and  that  said  R.  D.  Douglass  is  the  secretary  of  said  corporation  and 
saw  the  said  president  sign  the  above  and  foregoing  instrument,  and 
that  he,  as  such  secretary  as  aforesaid,  affixed  the  said  seal  to  said  in- 
strument, and  that  he  signed  his  name  in  attestation  of  the  execution 
of  said  instrument  in  the  presence  of  said  corporation. 
In  witness  whereof,  etc. 

FORM  531. 
Acknowledgment — North  Dakota. 

State  of  North  Dakota,  County  of  Ward,  ss  : 

On  this  31st  day  of  January,  in  the  year  one  thousand  nine  hundred 
and  ten,  before  me,  John  Bates,  a  notary  public  in  and  for  said  county 
and  state,  personally  appeared  Alfred  Laisdell,  known  to  me  to  be 
president  of  the  Minot  Peat  and  Fuel  Company,  the  corporation  that 
is  described  in  and  that  executed  the  within  and  foregoing  instrument, 
and  acknowledged  to  me  that  such  corporation  acknowledged  the  same. 

Witness  my  hand  and  seal. 

FORM  532. 

Acknowledgment — Ohio. 

State  of  Ohio,  County  of  Franklin,  ss  : 

Before  the  subscriber,  a  notary  public  in  and  for  said  county  and 
state,  personally  came  Cyrus  Woodbury,  who  is  the  president  of  the 
said  Anti  Mortuary  Insurance  Company,  and  acknowledged  that  the 
name  of  said  company  was  subscribed  to  the  above  and  foregoing  in- 
denture by  himself  as  the  president  thereof,  and  that  the  seal  affixed 
thereto  is  the  seal  of  said  company,  and  that  the  said  name  was  sub- 


336  CORPORATION    FORMS. 

scribed  and  the  said  seal  attached  to  the  foregoing  indenture  by  the 
direction  and  authority  of  said  company  and  by  order  of  its  board 
of  directors,  and  that  the  foregoing  indenture  is  the  act  and  deed  of 
the  said  Anti  Mortuary  Insurance  Company,  for  the  uses  and  purposes 
therein  mentioned. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  first  above  written. 

H.  B.  Gach,  Notary  Public. 

FORM  533. 
Acknowledgment — Oklahoma. 

State  of  Oklahoma,  County  of  Logan,  ss: 

Before  me,  John  J.  Boles,  police  judge  in  and  for  the  city  of 
Guthrie  in  the  said  county  of  Logan,  state  of  Oklahoma,  on  this  1st 
day  of  March,  A.  D.  1910,  personally  appeared  Gustave  A.  Erixon,  to 
me  known  to  be  the  president  of  the  Oklahoma  Independent  Tele- 
phone Company,  the  corporation  which  executed  the  above  and  fore- 
going deed  (or  instrument),  who  did  acknowledge  the  execution 
thereof  to  be  the  free  and  voluntary  act  of  said  company  for  the  uses 
and  purposes  therein  set  forth. 

In  witness  whereof,  etc. 

FOEM  534. 
Acknowledgment — Oregon. 

State  of  Oregon,  County  of  Multnomah,  ss  : 

On  this  1st  day  of  February,  A.  D.  1910,  before  me  appeared  W.  S. 
Hodson,  to  me  personally  known,  who,  being  duly  sworn  did  say  that 
he  is  the  president  of  the  Hodson  Printing  and  Stationery  Company, 
the  corporation  which  executed  the  above  and  foregoing  instrument, 
and  that  the  seal  affixed  to  such  instrument  is  the  corporate  seal  of 
such  corporation,  and  that  such  instrument  was  so  signed  and  sealed 
in  behalf  of  said  corporation  by  authority  of  its  board  of  directors  and 
the  said  W.  S.  Hodson  acknowledged  said  instrument  to  be  the  free 
act  and  deed  of  said  corporation. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  the  day  and  year  first  in  this  my  certificate  written. 


AFFIDAVITS. 


337 


FORM  535. 

Proof  of  Execution — Pennsylvania  Outside  of  State. 

State  of  New  Jersey,  County  of  Mercer,  ss  : 

Be  it  remembered  that  on  the  1st  day  of  March,  A.  D.  1910,  before 
me,  a  commissioner  of  deeds  in  and  for  the  state  of  New  Jersey,  duly 
appointed  and  commissioned  as  such  by  the  governor  of  the  common- 
wealth of  Pennsylvania,  and  being  now  duly  qualified  to  act  as  such 
commissioner  for  such  commonwealth  and  a  resident  of  the  city  of 
Trenton,  county  of  Mercer,  state  of  New  Jersey,  personally  came  Ed- 
win C.  Long,  who  being  duly  sworn  according  to  law,  doth  depose  and 
say:    That  he  was  personally  present,  and  did  see  the  common  or 
corporate  seal  of  the  above  named,  The  Trenton  Fuel  Gas  Company, 
affixed  to  the  foregoing  indenture ;  that  the  seal  so  affixed  is  the  com- 
mon or  corporate  seal  of  said  The  Trenton  Fuel  Gas  Company,  and 
was  so  affixed  by  the  authority  of  the  said  corporation  acting  through 
its  directors  as  the  act  and  deed  thereof ;  that  the  above  named  Edwin 
C.  Marshall  is  the  president  of  said  corporation,  and  did  sign  the  said 
indenture  as  such  in  the  presence  of  this  deponent,  and  as  such  presi- 
dent did  sign  the  name  of  said  corporation  to  said  indenture  in  the 
presence  of  this  deponent ;  that  this  deponent  is  the  secretary  of  said 
corporation,  and  that  the  name  of  this  deponent  above  signed  in  the 
attestation  of  the  due  execution  of  the  said  indenture  is  in  this  de- 
ponent's own  proper  hand  writing.  Edwin  C.  Long. 
Subscribed  and  sworn  to  before  me  the  day  and  year  first  above 

written. 

(Seal.)  Samuel  F.  Garrison,  Commissioner  of  Deeds. 

FORM  536. 

Acknowledgment — Rhode  Island. 

State  of  Rhode  Island,  County  of  Providence,  ss  : 

In  the  city  of  Providence  in  said  county  this  25th  day  of  January, 
A.  D.  1910,  Henry  E.  Tiepake,  president  of  the  said  Aldrick  Hotel 
Company,  personally  known  to  me,  and  known  to  me  to  be  the  party 
executing  the  within  and  foregoing  instrument,  personally  appeared 
before  me  and  acknowledged  the  said  instrument  by  him  signed  to  be 
his  free  and  voluntary  act  and  deed  and  the  free  and  voluntary  act 
and  deed  of  said  The  Aldrick  Hotel  Company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  first  above  written. 

William  M.  Bowen,  Notary  Public. 
22 — Thomp.  Corp.  VII. 


338  CORPORATION    FORMS. 

FORM  537. 

Acknowledgment — South  Carolina. 

State  of  South  Carolina,  County  of  Charleston,  ss  : 

Personally  appeared  before  me  George  S.  Holmes,  a  notary  public 
in  and  for  said  county  and  state,  P.  H.  Gadsden,  and  made  oath  that 
he  saw  the  corporate  seal  of  the  Charleston  Consolidated  Railway,  Gas 
and  Electric  Company  affixed  to  the  above  written  deed,  and  that  lie 
also  saw  J.  C.  Schroder,  president,  with  William  Austin,  secretary  of 
said  Charleston  Consolidated  Railway,  Gas  and  Electric  Company, 
attest  the  same,  and  that  he,  deponent,  with  Donald  M.  Frost,  wit- 
nesseth  the  execution  and  delivery  thereof  as  the  act  and  deed  of  said 
Charleston  Consolidated  Gas  and  Electric  Company. 

P.  H.  Gadsden. 
Subscribed  and  sworn  to  before  me  this  10th  day  of  January,  A.  D. 
1910. 

(Seal.)  George  S.  Holmes,  Xotary  Public. 

FORM  538. 
Acknowledgment — South  Dakota. 

State  of  South  Dakota,  County  of  Beadle,  ss  : 

On  the  18th  day  of  February,  A.  D.  1910,  before  me,  A.  R.  Abel, 
a  notary  public  in  and  for  the  county  and  state  aforesaid,  personally 
appeared  A.  C.  Gardner,  known  to  me  to  be  the  president  of  the  South 
Dakota  Ginger  Ale  Company,  the  corporation  that  is  described  in  and 
that  executed  the  within  and  foregoing  instrument  and  acknowledged 
to  me  that  such  corporation  executed  the  same. 

In  witness  whereof,  etc. 

FORM  539. 
Acknowledgment — Tennessee. 

State  of  Tennessee,  County  of  Knox,  ss: 

Before  me,  Everett  Moses,  a  notary  public  of  the  state  and  county 
aforesaid,  personally  appeared  John  M.  Patten,  with  whom  I  am  per- 
sonally acquainted,  and  who,  upon  oath,  acknowledged  himself  to  be 
the  president  of  the  Patten  Elixir  Company,  the  within  named  bar- 
gainor, a  corporation ;  and  that  he,  as  such  president,  being  authorized 
so  to  do  executed  the  foregoing  instrument  for  the  purposes  therein 
contained,  by  signing  the  name  of  the  said  corporation  by  himself  as 
such  president. 

Witness  my  hand  and  seal. 


AFFIDAVITS.  339 

FOEM  540. 
Acknowledgment — Texas. 

State  of  Texas,  County  of  Bexar,  ss  : 

Before  me,  E.  P.  Ingram,  a  notary  public  in  and  for  said  Bexar 
county,  Texas,  on  this  day  personally  appeared  Eobert  B.  Morrell, 
known  to  me  to  be  the  person  whose  name  is  subscribed  to  the  forego- 
ing instrument,  and  known  to  me  to  be  the  president  of  the  One  Horn 
Cattle  Company,  a  corporation,  and  acknowledged  to  me  that  he  exe- 
cuted such  instrument  for  the  purposes  and  consideration  therein  ex- 
pressed, for  and  on  behalf  of  and  as  the  act  of  said  corporation. 

Given  under  my  hand  and  seal  of  office  this  10th  day  of  March,  A. 
D.  1910.  (Signed.) 

FOEM  541. 

Acknowledgment — Utah. 

State  of  Utah,  County  of ,  ss : 

On  the  1st  day  of  March,  A.  D.  1910,  personally  appeared  before 
me,  Samuel  L.  Wier,  who  being  by  me  duly  sworn  did  say  that  he  is 
the  president  of  the  Gold  Mountain  Mining  Company,  and  that  as 
such  president  he  signed  the  name  of  said  corporation  to  the  above  and 
foregoing  instrument ;  and  that  such  instrument  was  signed  in  behalf 
of  said  corporation  by  authority  of  the  board  of  directors  by  a  resolu- 
tion duly  passed  and  entered,  and  said  Samuel  L.  Wier  acknowledged 
to  me  that  said  corporation  acknowledged  the  same. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  first  above  written. 

Willard  Hanson,  Notary  Public. 

FOEM  542. 
Acknowledgment — Vermont. 

State  of  Vermont,  County  of  Chittenden,  ss  : 

On  this  27th  day  of  January,  A.  D.  1910,  before  me,  Henry  B. 
Shaw,  a  notary  public  in  and  for  said  county  and  state,  personally  ap- 
peared E.  E.  Brown,  who,  as  president  and  agent  of  the  Bennington 
Marble  Company  has  executed  the  foregoing  written  instrument,  and 
acknowledged  the  same  to  be  the  free  act  and  deed  of  said  Bennington 
Marble  Company,  and  he  as  such  president  and  agent  voluntarily  ex- 
ecuted the  same  before  me. 

Witness  my  hand  and  seal. 


340  CORPORATION    FORMS. 

POEM  543. 

Acknowledgment — Virginia. 

State  of  Virginia,  County  of  Henrico,  ss  : 

I,  George  C.  Gregory,  a  notary  public  in  and  for  the  county  of 
Henrico,  state  of  Virginia,  do  certify  that  H.  W.  Goodwin,  whose 
name  is  signed  to  the  writing  above,  bearing  date  the  16th  day  of 
January,  A.  D.  1910,  has  acknowledged  the  same  before  me  in  my 
said  county  of  Henrico  aforesaid,  and  I,  the  said  George  C.  Gregory, 
notary  public  as  aforesaid,  do  hereby  certify  that  the  said  H.  W. 
Goodwin,  president  of  the  Paragon  Sweet  Potato  Company,  of  the 
city  of  Richmond  of  the  said  county  of  Henrico,  state  of  Virginia,  has 
this  day  acknowledged  before  me  in  my  court  aforesaid,  that  the  seal 
attached  to  the  said  writing  is  the  corporate  seal  of  said  corporation, 
and  that  the  said  writing  is  the  act  and  deed  of  said  corporation. 

FORM  544. 
Acknowledgment — Washington. 

State  of  Washington,  County  of  King,  ss  : 

On  this  3rd  day  of  March,  A.  D.  1910,  before  me  personally  ap- 
peared John  A.  Best,  to  me  known  to  be  the  president  of  the  North 
West  Safe  Deposit  Company,  the  corporation  that  executed  the  within 
and  foregoing  instrument,  and  acknowledged  the  said  instrument  to  be 
the  free  and  voluntary  act  and  deed  of  said  corporation,  for  the  uses 
and  purposes  therein  mentioned,  and  being  by  me  duly  sworn  on  oath 
stated  that  he  was  authorized  to  execute  the  said  instrument,  and  that 
the  seal  affixed  thereto  was  the  corporate  seal  of  said  corporation. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  above  written. 

Harry  Heaton,  Notary  Public. 

FORM  545. 

Acknowledgment — West  Virginia. 

State  of  West  Virginia,  County  of  Kanawha,  ss  : 

I,  Morgan  Owen,  a  notary  public  in  and  for  said  county  and  state, 
do  hereby  certify  that  William  G.  Conley  personally  appeared  before 
me,  in  my  said  county,  and  being  by  me  duly  sworn,  did  depose  and 
say  that  he  is  the  president  and  agent  of  the  Kanawha  Coal  and  Gas 
Company,   the    corporation   described   in   the    above    and   foregoing 


AFFIDAVITS.  341 

written  instrument  bearing  date  the  1st  day  of  March,  A.  D.  1910, 
authorized  by  said  corporation  to  execute  and  acknowledge  deeds  and 
other  writings  of  such  corporation,  and  that  the  seal  affixed  to  said 
writing  is  the  corporate  seal  of  said  corporation,  and  that  said  writing 
was  signed  and  sealed  by  him  in  behalf  of  said  corporation  by  its 
authority  duly  given. 

And  the  said  William  G.  Conley  acknowledged  the  said  writing  to 
be  the  act  and  deed  of  said  corporation. 

Given  under  my  hand  and  official  seal  this  1st  day  of  March,  A.  D. 
1910. 

FORM  546. 
Acknowledgment — Wisconsin. 

State  of  Wisconsin,  County  of  Sheboygan,  ss  : 

Personally  came  before  me  this  1st  day  of  February,  A.  D.  1910, 
the  within  named  Felix  B.  Benfey,  president  of  the  Sheboygan  Lum- 
ber Company,  to  me  known  to  be  the  person  who  executed  the  above 
and  foregoing  instrument  in  the  name  of  and  on  behalf  of  the  said 
corporation  and  under  its  corporate  seal  and  acknowledged  the  same. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  the  day  and  year  first  above  written. 

Paul  T.  Krez,  Notary  Public. 


FORM  547. 
Acknowledgment — Wyoming. 

State  of  Wyoming,  County  of  Laramie,  ss: 

I,  Walter  R.  Stoll,  a  notary  public  within  and  for  the  said  county 
in  the  state  aforesaid,  do  hereby  certify  that  Wilson  Van  Devanter 
and  John  W.  Lacey,  to  me  personally  known  to  be  the  persons  whose 
names  are  subscribed  to  the  above  and  foregoing  instrument  as  the 
president  and  secretary  respectively  of  the  Cheyenne  Irrigation  Com- 
pany, appeared  before  me  this  day  in  person  and  acknowledged  that 
they  signed,  sealed  and  delivered  the  said  instrument  as  and  for  then- 
free  and  voluntary  act  and  as  and  for  the  free  and  voluntary  act  and 
deed  of  the  Cheyenne  Irrigation  Company,  for  the  uses  and  purposes 
therein  set  forth. 

Witness  my  hand  and  official  seal  this  1st  day  of  March,  A.  D.  1910. 


ARTICLE  FIVE. 
STOCKHOLDERS'  MEETING. 

a.  First  Meeting  of  Incorporators — Notice  and  Minutes. 

b.  Annual  or  Regular  Meetings — Call  and  Notice. 

c.  Special  Meetings — Call  and  Notice. 

d.  Voting — Ballot — Proxy. 

e.  Voting  Trust  Agreements. 

f.  Inspector's  Oath  and  Certificate. 

g.  By-Laws. 

h.  Miscellaneous  Besolution — Certificates,  etc. 

a.    First  Meeting  of  Incorporators — Notice  and  Minutes. 

FORM  548. 

Notice  of  First  Meeting. 

State  of ,  County  of ,  ss : 

You  are  hereby  notified  that  the  first  meeting  of  the  subscribers  and 
corporators  to  the  articles  of  incorporation  and  an  agreement  to  as- 
sociate themselves  for  the  purpose  of  forming  a  corporation  to  be 

known  by  the  name  of ,  dated  on  the day  of  , 

A.  D.  1910,  for  the  purpose  of  organizing  said  corporation  by  the  elec- 
tion of  directors,  the  adoption  of  by-laws,  and  the  transaction  of  such 
other  business  as  may  properly  come  before  the  meeting,  will  be  held 

at  the  office  of  C  D  in  the  city  of ,  county  of ,  state  of 

■ ,  on  the day  of ,  A.  D.  1910,  at  10  o'clock  a.  m. 

of  said  day.  (Signed  by  two  or  more  corporators.) 

See  §§  805  et  seq,  817  et  seq.,  823,  828. 

FORM  519. 

Notice  of  First  Meeting — Massachusetts. 

(If  notice  is  not  waived  in  the  articles  of  incorporation  the  follow- 
ing form  may  be  used.) 
To  A  B. 

You  are  hereby  notified  that  the  first  meeting  of  the  subscribers  to 

342 


stockholders'  meeting.  343 

an  agreement  to  associate  themselves  with  the  intention  of  forming  a 
corporation  to  be  known  by  the  name  of ,  for  the  purpose  of  or- 
ganizing said  corporation  by  entering  into  final  articles  of  organiza- 
tion, the  election  of  officers,  the  adoption  of  by-laws  and  the  trans- 
action of  such  other  business  as  may  properly  come  before  the  meeting, 

will  be  held  on  the day  of at  10  o'clock  a.  m.  at  the 

0ffice  0f in  the  city  of ,  in  the  commonwealth  of  Massa- 
chusetts. 

(Signed  by  some  of  the  subscribers  to  the  agreement.) 


FOEM  550. 

Proof  of  Service  of  Notice. 

State  of ,  County  of ,  ss : 

E  F  being  duly  sworn  on  oath  says  that  he  served  notice,  of  which 
the  above  and  foregoing  is  a  full,  true  and  complete  copy  (here  name 
corporator  served)  by  (delivering  the  same  or  mailing  the  same  post- 
paid, addressed  to  each  at  his  place  of  residence)  more  than  

days  before  the  day  fixed  for  the  said  meeting  therein,  to-wit:     On 

the day  of ,  A.  D.  1910. 

(Signed  and  sworn  to.) 

FORM  551. 

Waiver  of  Notice. 

State  of ,  County  of ,  ss : 

We,  the  undersigned,  incorporators  of  the company,  a  cor- 
poration of  the  state  of ,  do  hereby  severally  waive  notice  of  the 

time,  place  and  purpose  of  the  first  meeting  of  incorporators  of  said 
company,  and  hereby  consent  that  the  same  be  held  at  the  office  of  A  B 

in  the  city  of  ,  county  of  ,  state  of  ,  on  the 

. day  of  ,  A.  D.  1910,  at  10  o'clock  a.  m.  ;  and  we  do 

further  hereby  consent  to  the  transaction  of  any  and  all  business  that 
may  come  before  the  meeting,  including  the  election  of  directors  and 
the  adoption  of  by-laws. 

Dated  this day  of . 

(Signed  by  all  the  incorporators.) 
(This  waiver  may  be  included  in  the  articles  of  incorporation.) 

See  §§  824,  825. 


344  CORPORATION    FORMS. 

FOEM  552. 
Proxy  for  First  Meeting  of  Corporators. 

Know  all  men  by  these  presents,  that  I,  the  undersigned,  one  of 
the  original  corporators  and  signers  of  the  articles  of  incorporation 

of  the  Company  (and  a  subscriber  to  shares  of  the 

capital  stock  thereof),  do  hereby  constitute  and  appoint  the  bearer 
C  D  to  be  my  lawful  attorney,  substitute  and  proxy  for  me,  to  repre- 
sent me  at  the  first  meeting  of  the  subscribers  and  stockholders  of  said 

company  to  be  held  on  the  day  of ,  1910,  and  at  any 

adjourned  or  postponed  meeting  thereof,  and  hereby  grant  my  proxy 
full  power  and  authority  to  act  in  my  stead,  and  with  the  same  effect  as 
I  might  or  could  do  were  I  present  at  such  meeting  in  person  and  I 
hereby  ratify  and  confirm  all  that  my  said  attorney  or  proxy  may  law- 
fully do  at  such  meeting  in  my  place  or  stead. 

In  witness  whereof,  etc. 

(Signed  in  presence  of  witnesses.) 

See  §  875  et  seq. 

FORM  553. 
Minutes  of  First  Meeting  of  Incorporators. 

The  first  meeting  of  the  incorporators  and  subscribers  to  the  capital 

stock  of  the Company  held  at  the  office  of in  the  city 

of upon  the day  of ,  A.  D.  1910,  at  the  hour  of 

10  o'clock  a.  M.  pursuant  to  the  agreement  and  waiver  of  notice  in  the 
articles  of  incorporation  (or  pursuant  to  notice). 

And  the  meeting  was  called  to  order  by and  upon  his  motion 

and  nomination  Mr. was  duly  elected  chairman  of  the  meeting. 

On  assuming  the  chair,  and  stating  the  purpose  of  the  meeting,  he 

called   for   nominations   for  secretary,   whereupon   Mr.   was 

selected  for  that  position  and  immediately  assumed  the  duties  thereof.1 

At  the  request  of  the  president  the  roll  of  the  subscribers  and  cor- 
porators was  called  and  the  following  persons  representing  the  num- 
ber of  shares  of  stock  were  reported  as  present  in  person : 

Names.  No.  of  shares. 


And  the  following  names  and  number  of  shares  were  present  by 
oxy:2 

1  §  905  et  seq.  =  §  875  et  seq.     See  Form  552. 


proxy  :2 


stockholders'  meeting.  345 

Names.  Name  of  Proxy.  Number  of  Shares. 


The  proxies  were  ordered  placed  on  file. 

The  chairman  then  stated  that  since  the  execution  of  the  articles 
of  incorporation  the  following  named  persons  had  subscribed  to  the 
capital  stock  of  the  corporation  and  that  the  same  were  present  and 
entitled  to  vote  as  follows : 

Names.  No.  of  shares. 


At  the  request  of  the  chairman,  the  call  upon  which  the  meeting; 
was  convened  was  read  by  the  secretary  and  it  was  ordered  spread  upon 
the  minutes  and  is  as  follows.  (If  call  and  notice  had  been  waived, 
insert  the  waiver  instead  of  the  call.) 

Thereupon  Mr.  — : (a  promoter)  reported  that  the  articles  of 

incorporation  had  been  filed  in  the  office  of  the  secretary  of  state  and 
duplicate  certificates  had  been  issued  by  that  officer,  one  of  which  had 
been  duly  recorded  in  the  office  of  clerk  or  (reporter  of  deeds),  and 
the  other  was  presented  to  the  meeting,  which  was  thereupon  ordered 

spread. 

On  motion  of  Mr. ,  A  B,  C  D  and  E  F,  the  directors  named 

in  the  articles  of  incorporation  were  recognized  as  the  directors  of  the 
company  for  the  first  year  of  its  existence,  and  those  named  as  such 
were  directed  to  be  entered  upon  the  minutes  of  the  meeting.3 

(Where  directors  have  not  been  named  in  the  articles  of  incorpora- 
tion, continue  as  follows:) 

On  motion  it  was  ordered  that  the  meeting  proceed  to  the  election 
of  directors;  and  thereupon  the  chair  appointed  L  M  and  N  P  in- 
spectors of  election  and  they  were  sworn  to  discharge  their  duties  as 

such. 

The  chair  then  called  for  nominations  for  directors  and  the  follow- 
ing named  gentlemen  were  placed  in  nomination,  to  hold  their  office 
for  the  ensuing  year,  to  wit:  (Here  set  out  names.)  No  further 
nominations  being  made,  the  polls  were  duly  opened  and  all  stock- 
holders present  and  proxies  were  permitted  to  vote.  After  all  had 
voted,  the  chair  declared  the  polls  closed  and  after  a  count  of  the 
ballots,  the  inspectors  reported  and  presented  their  certificates  show- 
ing that  the  following  named  persons  had  received  the  number  of 
votes  as  follows :     (Here  set  out  names  of  directors  and  votes  cast  for 

« §§  194,  1080. 


346  CORPORATION   FORMS. 

each,  or  insert  certificate  of  inspectors),  and  thereupon  the  said  named 
persons  were  declared  duly  elected  directors  of  the  corporation.4 

It  was  suggested  to  the  chair  that  a  committee  on  by-laws  had  been 
appointed  and  the  chair  called  upon  the  committee  for  a  report.  There- 
upon the  committee,  by  its  chairman,  Mr. ,  asked  to  submit  the 

following  report.  The  by-laws  prepared  by  the  committee  were  thus 
read  section  by  section,  and  after  full  discussion,  the  following  by- 
laws were  unanimously  adopted  for  the  government  of  the  affairs  of 
the  company.     (Here  copy  by-laws  in  the  minutes.)5 

On  motion  of  Mr.  ,  the  board  of  directors  was  authorized  to 

make  calls  upon  the  stock  subscribed  for  up  to  the  limit  of  the  par 
value  thereof,  payable  at  such  times  and  place  as  the  board  of  directors 
should  determine.6 

On  request,  the  secretary  read  the  following  proposition  submitted 
by  the  firm  of  A  B  and  C  D.7 

After  reading  the  same  and  on  due  consideration  the  following  reso- 
lution was  adopted :  Eesolved,  That  this  corporation  accept  and  adopt 
the  proposition  made  by  the  said  A  B  and  C  D  and  that  it  adopt,  ac- 
cept and  ratify  the  said  agreement  entered  into  with  the  said  G  H, 
the  said  promoter,  and  that  this  corporation  take  and  receive  all  the 
benefits  of  the  said  agreement  and  assume  all  the  duties  and  liabilities 
therein  imposed ;  that  the  board  of  directors  be  and  they  are  hereby 
authorized  and  requested,  if  in  their  judgment  it  is  proper  so  to  do, 
to  purchase  the  property  mentioned  in  said  agreement,  and  to  issue 
stock  in  payment  in  accordance  therewith ;  that  the  stock  to  be  issued 
in  payment  for  such  property  shall  include  the  stock  subscribed  for 
by  said  A  B  and  C  D  and  that  upon  the  proper  conveyance  and  trans- 
fer of  said  property  that  they  be  released  from  all  further  obligations 

under  their  said  subscriptions ;  that shares  of  the  capital  stock 

of  this  corporation  be  issued  to  the  said  G  H  in  full  payment  for  all 
services  in  promoting  this  corporation.8 

On  motion  of  Mr. ,  the  directors  were  also  authorized  to  issue 

stock  to  all  subscribers  therefor  upon  full  payment  of  the  same.9 

Upon  motion  the  board  of  directors  was  authorized  from  time  to 
time,  in  their  discretion,  to  accept  in  full  or  in  part  payment  for  stock 
such  property  as  the  board  may  from  time  to  time  determine  to  be 
necessary  in  carrying  on  the  business  of  this  company.10 

On  motion  it  was  ordered : 

( 1 )  That  in  compliance  with  the  laws  of  the  state  the  regular  regis- 
tered office  of  the  company  in  this  state  shall  be  established  and  con- 

4  §  911  et  seq.  7  See  Forms  560,  565-568. 

5  §  965  et  seq.     See  Forms  589  et        8  See  §§  98-102. 
seq  9  See  §  3505  et  seq. 

"  §§  3685-3729.  10  §  3960.     See  also,  §  1135. 


STOCKHOLDERS     MEETING.  347 

tinuously  maintained  at   No.   street   in  the   city  of 

,  county  of ,  state  of .1X 

(2)  That  L  M  be  and  is  hereby  appointed  the  agent  of  this  com- 
pany in  charge  of  said  office,  upon  whom  process  against  this  corpora- 
tion may  be  served,  and  that  he  be  directed  and  authorized  to  keep  in 
said  office  the  stock-transfer  books,  to  register  transfers  therein,  and 
to  keep  all  other  books  and  records  of  this  company  which  the  laws  of 
this  state  require  to  be  kept  therein,  during  the  usual  office  hours  of 
business,  and  open  to  the  examination  of  all  stockholders  and  other 
persons  entitled  to  inspect  the  same.12 

( 3 )  That  any  stockholder  shall  be  entitled  to  a  list  of  the  names  and 
addresses  of  the  stockholders,  with  a  statement  of  the  number  of 
shares  held  by  each,  upon  payment  of  such  reasonable  fee  as  the  board 
of  directors  may  determine. 

(4)  That  the  name  of  this  corporation  shall  be  at  all  times  con- 
spicuously displayed  in  plain  letters  on  a  sign  at  the  entrance  of  said 
office. 

(5)  That  the  secretary  send  a  copy  of  the  foregoing  resolution,  duly 
certified  by  him  under  the  seal  of  the  corporation,  to  the  said  L  M  and 
to  file  such  copies  thereof  with  such  officials  as  the  law  requires. 

(The  stockholders  may  provide  for  seal  when  none  is  provided  for 
in  the  articles  of  incorporation ;  they  may  fix  the  salaries  of  the  of- 
ficers, and  may  provide  the  particular  form  of  the  certificates  of  the 
common  and  preferred  stock. ) 

(The  minutes  should  be  signed  by  the  chairman  and  secretary  of  the 
meeting. ) 

u  §§  189,  490,  501  et  seq.  u  §§  1137,  6761  et  seq. 

b.    Annual  or  Regular  Meeting — Notice. 
FORM  554. 

Notice  to  Stockholder  of  Annual  Meeting. 

,  1910. 


Dear  Sir — You  are  hereby  notified  that  the  annual  meeting  of  the 
stockholders  of  the  Hi-Sky  Aeroplane  Company  will  be  held  at  the 

office  of  the  company,  room  ,  Sky  Scraper  Building,  

street,  city  of ,  at  10  o'clock  a.  m.  on  Tuesday,  ,  1910, 

for  the  election  of  directors  and  for  the  transaction  of  such  other  busi- 
ness as  may  come  before  the  meeting. 

The  stock  transfer  book  of  the  company  will  be  closed  at  5  o'clock 

p.  m.  of  the day  of ,  1910,  for  the  purpose  of  transfers 

for  qualification  of  stockholders  for  said  meeting. 

(Signed)     E  F,  Secretary. 

See  §§  805,  807,  808,  817  et  seq. 


348  CORPORATION    FORMS. 

FOKM  555. 
General  Notice  of  Annual  Meeting  of  Stockholders. 


-.  1010. 


The  annual  meeting  of  the  stockholders  of  the  Company 

will  be  held  at  the  office  of  the  said  company  in  its  building,  Xo. 

street,  city  of  ,  county  of  ,  state  of 

,  on  Saturday,  the day  of ,  A.  D.  1910.  for  the 


purpose  of  electing  directors  and  for  the  transaction  of  any  other  busi- 
ness that  may  properly  come  before  the  meeting.  And  for  the  purpose 
(here  state  any  special  business  that  is  to  be  transacted). 

The  polls  will  be  opened  at  1  o'clock  and  remain  open  for  voting  at 
least  one  hour. 

The  transfer  books  will  be  closed  at  the  close  of  business  on  the 

day  of ,  for  the  purpose  of  recording  transfers  for  the 

qualification  of  stockholders  for  voting. 

(Signed)     ,  Secretary. 

FORM  556. 
Notice  of  Annual  Meeting  by  Publication. 

THE  WIRELESS  TALK   COMPANY, 

75  Main  Street,  Dover,  Dela. 

January  10,  1910. 
Notice  is  hereby  given  that  the  annual  meeting  of  the  stockholders 
of  the  Wireless  Talk  Company  will  be  held  at  the  office  of  the  company, 
at  75  Main  street,  Dover,  Dela.,  March  1,  1910,  at  10  o'clock  a.  m., 
for  the  election  of  five  directors  and  for  the  transaction  of  such  other 
business  as  may  be  brought  before  said  meeting.  The  stock  transfer 
books  of  the  company  will  be  closed  at  4  o'clock  p.  m.,  February  28, 
1910,  and  remain  closed  until  9  o'clock  a.  m.,  March  2,  1910. 

(Signed)     E  F,  Secretary. 

FORM  557. 
Notice  of  Annual  Meeting  by  Publication. 

UNION  PACIFIC  RAILROAD  COMPANY. 
ANNUAL   MEETING   OF    STOCKHOLDERS. 

110  Wall  Street,  New  York  City. 

January  10,  1910. 
Notice  is  hereby  given  that  the  annual  meeting  of  the  stockholders 
of  the  Union  Pacific  Railroad  Company  will  be  held  at  the  office  of  the 


stockholders'  meeting.  349 

company  in   Salt  Lake  City,  Utah,  on  Tuesday,  March  1,  1910,  at 
11  o'clock  a.  m.  of  said  day,  for  the  following  purposes,  to  wit: 

1.  To  elect  fifteen  directors. 

2.  To  approve  the  form,  and  to  authorize  and  direct  the  execution 
and  delivery  to  the  Equitable  Trust  Company,  of  New  York,  as  trustee 
of  the  company's  first  lien  and  refunding  mortgage,  dated  June  1, 
1908,  of  an  indenture  for . 

3.  To  transact  all  such  other  business  as  may  legally  come  before 
the  meeting,  including  the  approval  and  ratification  of  all  action  of 
the  board  of  directors  and  of  the  executive  committee  since  the  last 
annual  meeting  of  the  stockholders  of  the  company. 

4.  For  the  purposes  of  the  meeting,  the  transfer  books  for  both 
preferred  and  Gommon  stock  will  be  closed  at  3  o'clock  p.  m.  on  Mon- 
day, February  28,  1910,  and  will  be  reopened  at  10  o'clock  a.  m.  on, 
Wednesday,  the  2d  day  of  March,  1910. 

E  F,  Secretary. 

FOEM  558. 
Request  for  Secretary  to  Give  Notice  of  Special  Business. 
To  E  F,  Secretary  of  the  Hot  Air  Stove  Company  of  Jersey  City, 
New  Jersey. 

Dear  Sir— We,  the  undersigned,  stockholders  of  the  Hot  Air  Stove 
Company,  hereby  request  you  to  notify  the  several  stockholders  that 
the  following  proposition  will  be  presented  to  the  regular  meeting  of 
the  stockholders  to  be  held  at  the  office  of  said  corporation  in  Jersey 
City,  N.  J.,  on  the  1st  day  of  March,  1910,  to  wit :  A  proposition  to 
increase  the  capital  stock  of  this  corporation  from  five  hundred 
thousand  dollars  to  one  million  dollars,  to  be  divided  into  ten  thousand 
shares  of  the  face  value  of  one  hundred  dollars  each ;  and  that  of  said 
proposed  increase,  two  hundred  shares  shall  be  preferred  and  three 
hundred  shares  common  stock  and  that  the  existing  stockholders  be 
permitted  to  take  said  stock  at  its  par  value. 

(Signed)     A  B, 
C  D, 
G  H, 
Stockholders. 
FOEM  559. 
Notice  of  Special  Business  at  Regular  Meeting. 

HOT  AIR  STOVE  COMPANY, 
JERSEY  CITY,  N.  J. 

January  1,  1910. 
You  are  hereby  notified  that  at  the  annual  meeting  of  the  stock- 
holders to  be  held  at  the  office  of  said  company  in  the  said  city  of  Jer- 


350  CORPORATION1    FORMS. 

sey  City,  state  of  New  Jersey,  on  the  1st  day  of  March,  1910,  a  propo- 
sition will  be  presented  asking  for  the  increase  of  the  capital  stock  of 
said  corporation  from  five  hundred  thousand  to  one  million  dollars, 
divided  into  ten  thousand  shares  of  the  face  value  of  one  hundred  dol- 
lars each;  and  that  such  increased  stock  be  classified  into  common  and 
preferred,  with  two  hundred  shares  thereof  preferred,  and  three  hun- 
dred, common,  and  that  the  same  be  offered  to  the  present  stockholders 
at  its  par  value. 

(Signed)     E  F, 
c.    Special  Meeting — Call  and  Notice. 
Of  which  you  will  take  due  notice. 
See  §  821. 


Secretary. 


FORM  560. 
Call  by  Stockholders. 

THE   COLD  ICE   COMPANY. 

We,  the  undersigned,  owners  of  stock  in  The  Cold  Ice  Company,  of 
-,  by  virtue  of  the  authority  vested  by  the  by-laws  of  said  com- 


pany, hereby  call  a  special  meeting  of  the  stockholders  of  said  company, 

to  be  held  at  the  company's  office,  No.  , street,  city  of 

,  state  of  ,  on  the  day  of  ,  1910,  at  2 

o'clock  p.  m.  of  said  day,  for  the  purpose  of  considering  a  written  prop- 
osition made  by  The  White-Snow  Company  for  the  consolidation  of  its 
and  this  company,  and  which  said  written  proposition  is  as  follows : 

(Here  copy.) 
Said  special  meeting  will  be  held  for  the  purpose  of  considering  said 
proposition  and  for  the  transaction  of  all  business  in  connection  there- 
with and  pertaining  thereto.  (Dated  and  signed.) 
See  §§  807-810,  832,  833. 

FOEM  561. 
Call  by  all  Stockholders. 

THE  SOUTHERN  COTTON  COMPANY. 

We,  the  undersigned,  being  all  the  stockholders  of  the  Southern  Cot- 
ton Company,  of ,  hereby  call  a  special  meeting  of  the  stock- 
holders of  the  said  company,  to  be  held  at  its  office,  No. , 

street,  city  of ,  on  the day  of ,  1910,  at  1 :00  o'clock 

p.  m.  of  said  day,  for  the  purpose  of  (here  state  purpose)  and  we 
hereby  waive  all  statutory  and  by-law  requirements  as  to  notice  of  time, 


stockholders'  meeting.  351 

place  and  object  of  said  meeting,  and  hereby  agree  to  the  transaction 
thereat  of  any  and  all  business  pertaining  to  the  affairs  of  said  com- 
pany. (Signed.) 

FORM  562. 

Stockholders'  Request. 

To  A  B,  President  of  the  Safety  Motor  Company : 

We,  the  undersigned,  owners  of  not  less  than  two-thirds  of  the  en- 
tire voting  stock  of  the  said  Safety  Motor  Company,  do  hereby  request 
you  to  call  a  special  meeting  of  its  stockholders  to  be  held  in  the  office 

of  the  company,  at  No. , street,  city  of ,  at  2  :00 

o'clock  in  the  afternoon  on  the day  of ,  1910,  for  the 

purpose  of  considering  the  action  of  the  directors  of  this  company  in 
purchasing  in  opposition  to  the  expressed  wishes  of  a  majority  of  its 
stockholders,  the  real  estate  and  manufacturing  plant  of  the  Swift 

Automobile  Company,  located  at ,  and  to  take  such  action  in 

regard  thereto  as  may  seem  necessary  or  desirable  to  the  stockholders. 

We  further  request  that  you  have  due  and  timely  notice  of  said  meet- 
ing sent  to  each  stockholder  of  this  company. 

Names.  Number  of  Shares. 


FORM  563. 

Stockholders'  Request — President's  Endorsement. 

To  E  F,  Secretary  of  Safety  Motor  Company : 

(This  may  be  endorsed  on  the  stockholders'  request.) 
You  are  hereby  directed  to  give  due  notice  of  a  special  meeting  of 
the  stockholders  of  this  company  hereby  called  by  me  pursuant  to  the 
within  request  by  certain  stockholders ;  said  meeting  to  be  held  in  the 

office  of  the  company,  at  No. , street,  city  of ,  at 

2  :00  o'clock  p.  m.  on  the day  of ,  1910,  in  accordance 

with  and  for  the  purposes  set  forth  in  this  request. 

(Dated  and  signed.)  A  B,  President. 

FORM  564. 

Call  by  President. 

THE  SILK  HOSIERY  COMPANY. 

Mr.  E  F,  Secretary  of  the  Silk  Hosiery  Company : 

Dear  Sir — Pursuant  to  the  authority  vested  in  me  by  the  by-laws  of 
this  company,  I  hereby  call  a  special  meeting  of  the  stockholders,  to  be 


352  CORPORATION    FORMS. 

held  at  its  office,  No.  75  Mulberry  street,  city  of ,  on  the 

day  of ,  1910,  at  11 :00"  o'clock  in  the  forenoon  of  said  day,  for 

the  purpose  of  considering  and  acting  upon  a  written  proposal  to  sell 
to  said  company  the  following  described  property  (here  describe  prop- 
erty) and  for  the  transaction  of  any  and  all  business  in  connection 
therewith  that  may  properly  come  before  said  meeting. 

I  hereby  authorize  and  direct  you  as  secretary  of  said  company  to 
give  due  notice  of  said  meeting  to  each  and  all  the  stockholders  of  this 
company  as  required  by  its  by-laws. 

(Dated.)  A  B,  President. 

FORM  565. 
Call  of  President. 

E  F,  Secretary  of  Hi-Sky  Aeroplane  Company : 

As  the  president  of  the  Hi-Sky  Aeroplane  Company,  I  hereby  call  a 

special  meeting  of  all  stockholders  to  be  held  on  the  day  of 

,  1910,  at  10  :00  o'clock  a.  m.  in  the  office  of  the  company  at 

room ,  Sky  Scraper  Building,  No. , street,  city  of 

,  for  the  purpose  of  considering  a  written  proposition  made  by 

R  S  to  assign  and  transfer  to  this  company  certain  property  and  letters 
patent  which  written  proposition  is  as  follows :  (here  copy)  and  for  the 
transaction  of  any  and  all  business  pertaining  thereto. 

You  will,  therefore,  please  send  the  necessary  notice  to  stockholders 
notifying  them  to  attend  such  a  meeting  at  said  time  and  place. 

A  B,  President. 

FORM  566. 

Call  by  President. 

STAR  DUST  COMPANY. 

E  F,  Secretary  Star  Dust  Company : 

You  are  hereby  authorized  and  directed  to  send  a  notice  to  each  of 
the  stockholders  of  the  Star  Dust  Company  of  a  special  meeting  of  this 
company,  hereby  called  by  me,  to  be  held  at  the  office  of  the  company, 

at  No.  ,  street,  city  of ,  on  the  day  of 

,  1910,  at  1 :00  o'clock  p.  m.  of  said  day,  for  the  purpose  of  con- 
sidering and  acting  upon  a  proposition  to  sell  the  entire  property  and 
assets  of  the  company,  and  for  the  transaction  of  any  and  all  business 
in  connection  therewith  that  may  properly  come  before  the  meeting. 

A  B,  President. 


STOCKHOLDERS     MEETING.  353 

FORM  567. 
Call  by  Resolution. 

THE  EAGLE  FLYING  MACHINE   COMPANY. 

Be  it  resolved,  That  a  special  meeting  of  the  ^holders  of  this 
company  be  and  the  same  hereby  is  called,  to  be  held  in  the  office  of  the 

company  at street,  city  of ,  on  the day  of , 

1910,  at  2  :00  o'clock  p.  m.  of  said  day,  for  the  purpose  of  considering 
and  acting  upon  a  written  proposition  submitted  to  this  board  as  to  the 
purchase  by  it  and  by  this  company  of  certain  patent  right  and  letters 
patent  looking  to  the  improvement  of  the  manufactured  product  of  this 
company  and  for  the  transaction  of  any  and  all  business  necessary  or 
desirable  in  connection  therewith. 

Be  it  further  resolved,  That  the  secretary  of  this  company  is  in- 
structed and  hereby  directed  to  send  to  the  stockholders  of  this  corpo- 
ration a  copy  of  this  resolution. 

FORM  568. 
Call  by  Directors. 


-,  1910. 


We,  the  undersigned,  directors  of  the  Swift  Automobile  Company, 
by  virtue  of  the  authority  vested  in  us  by  the  by-laws  do  hereby  call  a 
special  meeting  of  the  stockholders  of  said  company  to  be  held  in  its 

office,  No. ,  Audubon  Road,  city  of ,  on  the day 

of ,  1910,  at  2  :00  o'clock  p.  m.  of  said  day,  for  the  purpose  of 

taking  action  on  the  following  written  proposition  made  to  this  board 
(here  set  out  proposition)  and  for  the  transaction  of  any  and  all  busi- 
ness necessary  in  connection  therewith. 

We  hereby  authorize  and  direct  the  secretary  of  this  company  to  send 
notice  to  all  the  stockholders  of  said  special  meeting  in  accordance 
with  the  by-law  requirements  of  the  company.  (Signed.) 

FORM  569. 

Call  by  Directors  Addressed  to  President. 

To  A  B,  President  of  the  Atlantic  Bridge  Company: 

We,  the  undersigned,  directors  of  the  Atlantic  Bridge  Company,  by 
virtue  of  the  authority  vested  in  us  by  the  by-laws  of  said  company,  do 
hereby  authorize  and  direct  you  to  call  a  special  meeting  of  the  stock- 
holders of  said  company,  to  be  held  in  its  office,  No.  Front 

street,  city  of ,  on  the day  of ,  1910,  at  10 :00 

23— Thomp.  Corp.  VII. 


354  CORPORATION    FORMS. 

o'clock  in  the  forenoon  of  said  day,  for  the  purpose  of  taking  action  on 
the  proposition  to  purchase  real  estate  and  manufacturing  plant  situ- 
ated in  the  city  of ,  and  for  the  transaction  of  any  and  all  busi- 
ness necessary  in  connection  therewith.  (Dated  and  signed.) 

FOEM  570. 
Notice  to  Stockholders. 


,  1910. 

You  are  hereby  notified  that  pursuant  to  the  call  of  the  president  of 
the  company,  a  special  meeting  of  the  stockholders  of  the  Hi-Sky 
Aeroplane  Company  will  be  held  at  the  office  of  the  company,  room 

,  Sky  Scraper  Building, street,  city  of ,  at  10  :00 

o'clock  a.  m.  on  Tuesday, ,  1910,  for  the  purpose' of  considering 

a  proposition  from  K  S  to  said  company  by  which  E  S  proposes  to  con- 
vey to  this  company  certain  letters  patent,  and  which  said  proposal  is 
as  follows : 

(Here  copy.) 
And  for  the  transaction  of  any  and  all  business  pertaining  thereto  or 
necessary  in  connection  therewith. 

By  order  of  the  president.  E  F,  Secretary. 

See  §§  832,  834,  837,  838. 

FOEM  571. 

Notice  of  Election  of  Directors. 

Notice  is  hereby  given  that  a  meeting  of  the  stockholders  of  the 
company  will  be  held  at  the  office  of  the  said  company  at  the 


city  of ,  county  of ,  state  of ,  on  the day 

of ,  A.  D.  1910,  at  10  :00  o'clock  a.  m.  of  said  day,  for  the  pur- 
pose of  electing  directors  for  the  ensuing  year,  and  for  the 

transaction  of  such  other  business  as  may  properly  come  before  such 
meeting. 

Polls  will  be  opened  at  10  :30  o'clock,  and  remain  open  until 

o'clock. 

Dated  at this day  of ,  A.  D.  1910. 


Secretary. 
See  §  905  et  seq. 


STOCKHOLDERS     MEETING.  350 

FORM  572. 
Notice  to  Stockholders  of  Meeting  to  Change  Number  of  Directors. 

To  G  H,  Stockholder  of Company : 

You  are  hereby  notified  that  a  special  meeting  of  the  stockholders 

of company  will  be  held  at  the  office  of  the  company,  No.  200 

Maine  street,  in  the  city  of ,  county  of ,  state  of , 

on  the day  of ,  1910,  at  10  :00  o'clock  a.  m.  of  that  day, 

for  the  purpose  of  determining  whether  the  number  of  directors  shall 
be  increased.  (Dated  and  signed  by  secretary.) 

See  §  832  et  seq. 

FORM  573. 

Notice  to  Change  Number  of  Directors — Publication. 

To  the  Stockholders  of Company : 

Notice  is  hereby  given  that  a  special  meeting  of  the  stockholders  of 

company  will  be  held  at  its  office  at  No.  200  Main  street,  in 

the  city  of ,  county  of ,  state  of ,  on  the 

day  of ,  1910,  at  10  :00  o'clock  in  the  forenoon  of  said  day,  to 

determine  whether  the  number  of  directors  of  said  company  shall  be 
increased.  ( Signed  by  secretary. ) 

See  §  832. 

FORM  574. 

Notice  of  Stockholders — Proof  of  Service. 

State  of ,  Count?!  of ,  ss : 

E  F,  being  duly  sworn,  deposes  and  says  that  he  is  the  secretary  of 

the company;  that  on  the  day  of  ,  1910,  he 

served  a  notice  in  writing,  of  which  a  true  copy  is  hereto  annexed,  upon 
the  following  named  persons,  stockholders  of  record  of  com- 
pany, to  wit  (here  name  stockholders),  by  delivering  to  and  leaving 

with  each  of  them  personally  a  copy  of  said  notice;  that  on  the 

day  of  ,  1910,  he  served  the  said  notice  upon  the  following 

named  persons,  stockholders  of  record  of  said  company,  to  wit:  (here 
name  stockholders)  by  mailing  to  each  of  them  a  true  and  correct  copy 

of  said  notice  at  the  postoffice  in  the  said  city  of ,  enclosed  in  a 

sealed  envelope  and  directed  to  each  of  said  stockholders  at  his  last 
known  postoffice  address,  and  on  which  the  postage  was  prepaid. 

(Signed  and  sworn  to.) 

(If  by  publication  publisher  makes  proof.) 


356  CORPORATION'    FORMS. 

FORM  575. 
"Waiver  of  Notice. 

We,  the  undersigned,  being  all  the  stockholders  of  the  Hi-Sky  Aero- 
plane Company,  owning  respectively  the  number  of  shares  set  opposite 
our  respective  names,  do  hereby  consent  to  the  holding  of  a  special 

meeting  of  the  stockholders  of  said  company  on  the  day  of 

,  1910,  at  10:00  o'clock  a.  m.  of  said  day,  in  the  office  of  said 

company,  at  room ,  Sky  Scraper  Building,  No. , 

street,  city  of ,  for  the  purpose  of  considering  a  resolution  au- 
thorizing the  issue  of  bonds  by  said  company  secured  by  a  mortgage  on 
the  property  of  said  company,  and  we  hereby  severally  waive  notice  of 
such  meeting,  and  consent  to  the  consideration  of  such  resolution  and 
the  transaction  of  such  business. 

Witness  our  hands  this day  of ,  1910. 

Names.  Number  of  Shares. 


See  §  825. 

d.    Voting — Ballot — Proxy. 

FORM  576. 

Ballot. 

Corporation, 

Annual  meeting ,  A.  D.  1910. 

I,  the  undersigned,  owning  shares  of  stock  in  the  above 

named  corporation,  hereby  vote  said  shares  of  stock  for  the 

following  named  persons  to  serve  as  directors  for  the  ensuing  year. 

Names. 


(Signed)    A  B. 

See  §  856. 

FORM  577. 

Secret  Ballot. 

(If  the  stockholders  desire  to  vote  a  secret  ballot,  the  following  form 
may  be  used.) 

I  hereby  vote shares  of  stock  for  the  within  named  persons 

to  serve  as  directors  for  the  ensuing  year. 


stockholders'  meeting.  357 

(This  may  be  written  on  the  outside  of  an  envelope  or  on  a  folded 
ballot  and  the  names  of  the  directors  to  be  voted  for  placed  in  the  en- 
velope or  written  on  the  inside  of  the  ballot.  The  ballot  may  be  handed 
to  the  inspectors  so  that  they  may  know  the  person  voting  and  that  he 
has  the  right  to  cast  the  number  of  votes  named  on  the  envelope  or  the 
outside  of  the  ballot.) 

FORM  578. 

Ballot — Cumulative  Voting. 

I,  the  undersigned,  owning shares  of  stock  in  the  Cold  Ice 

Company,  hereby  vote  said shares  of  stock  for  A  B  to  serve  as 

director  for  the  ensuing  year. 

See  §§  88&-888. 

FORM  579. 
Simple  Form  of  Proxy. 

I  hereby  appoint  A  B  my  proxy  with  full  authority  to  vote  for  me 

and  in  my  place  at  any  and  all  stockholders'  meetings  of  the ■ 

corporation. 

Witness  my  hand  and  seal  this day  of ,  A.  D.  1910. 

(Signed)     C  D. 
In  the  presence  of 


FORM  580. 
General  Proxy. 

Know  all  men  by  these  presents,  that  I,  A  B,  the  undersigned,  do 
hereby  constitute  and  appoint  C  D  my  attorney  and  agent  (with  power 
of  substitution  for  me  and  in  my  name,  place  and  stead )  to  vote  as  my 
proxy  for  the  election  of  directors  and  upon  all  matters  that  may  be 

considered  at  the  annual  meeting  of  the  stockholders  of  the  

company,  to  be  held  at  its  office  at  the  city  of ,  of  county  of 

,  state  of ,  on  the day  of ,  1911,  at  10  :00 

o'clock  A.  m.,  or  any  adjournment  thereof,  according  to  the  number  of 
votes  I  should  be  entitled  to  vote  if  I  were  personally  present  at  said 
meeting,  hereby  revoking  all  former  proxies  by  me  made  and  given. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this 
day  of ,  1910. 

Witness :  (  Signature. ) 


358  CORPORATION"    FORMS. 

FORM  581. 
Proxy  of  Corporation. 

Know  all  men  by  these  presents,  that  the  undersigned,  the  

corporation,  organized  under  the  laws  of  the  state  of  ,  owning 

and  holding shares  of  the  capital  stock  of  the company 

of  ,  does  hereby  constitute  and  appoint  A  B  of  ,  its 

true  and  lawful  attorney  to  attend  the  annual  meeting  of  the  aforesaid 

company    to    be    held    in    its    office,    No.    ,    

street,  city  of  ,  on  the  day  of ,  1910,  at  10:00 

o'clock  a.  m.  and  thereat  to  represent  this  company  and  in  its  name, 

place  and  stead  to  vote  the  said shares  of  stock  so  owned  by  it, 

and  to  do  all  such  other  things  competent  and  proper  for  any  stock- 
holder of  said corporation  to  do,  such  as  may  in  his  judgment 

be  necessary  or  advantageous  for  the  interests  of  this  corporation  and 

of  the  said  company,  and  to  that  end,  the  said  undersigned 

corporation  does  hereby  grant  to  said  attorney  for  said  meeting,  and 
for  any  meetings  adjourned  therefrom,  any  and  all  powers  belonging 

to  or  pertaining  to  this  corporation  as  a  stockholder  of  the  said 

company,  hereby  ratifying  and  confirming  all  that  its  said  attorney 
may  lawfully  do  at  said  meetings  in  its  name,  place  and  stead. 

In  witness  whereof,  it  has  hereunto  set  its  name  by  its  president  and 
secretary,  duly  authorized  thereto,  attested  by  the  seal  of  said  corpora- 
tion.    Done  this  day  of  ,  1910. 

By     

President. 


Secretary. 


(Seal.)  Attest    

FORM  582. 
Proxy — Revocation. 

Know  all  men  by  these  presents,  that  I,  the  undersigned,  do  hereby 
revoke  and  annul  a  certain  proxy  by  me  given  to  C  D  (or,  any  and  all 
proxies  or  powers  of  attorney  heretofore  given  by  me)  authorizing  and 
empowering  the  said  C  D  to  represent  me  and  to  vote  in  my  name  and 
stead  and  to  act  for  me  in  any  way  whatsoever  at  any  meeting  or  meet- 
ings of  the  stockholders  of  the company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of . 

(Witnessed.)  (Signed.) 


stockholders''  meeting.  359 

e.    Voting  Trust  Agreements. 

FOKM  583. 
Voting  Trust  Agreement. 

This  agreement  made  and  entered  into  this day  of , 

A.  D.   1910,  by  and  between  the  undersigned,  stockholders  of  the 

company,  a  corporation  created  and  existing  under  the  laws  of 

the  state  of ,  parties  of  the  first  part,  and , ,  and 

,  parties  of  the  second  part, 

Witnesseth,  that  whereas,  it  seems  important  to  the  interests  of  the 
said  first  parties  to  create  a  trust  with  the  stockholders  of  said  corpora- 
tion as  beneficiaries  thereof,  so  that  the  stock  of  said  corporation  shall 
not  be  liable  to  be  bought  up  for  speculative  control,  and  to  secure  safe 
and  prudent  management  in  the  interests  of  the  whole  number  of  stock- 
holders ;  and, 

Whereas,  a  number  of  the  undersigned  have  purchased  the  stock  of 
said  company  upon  a  distinct  agreement  and  understanding  that  this 
voting  trust  should  be  created  ; 

Now,  therefore,  this  agreement  witnesseth,  that  in  consideration  of 
the  premises  and  of  the  benefits  to  be  derived  from  the  mutual  observ- 
ance of  the  terms  and  conditions  hereinafter  contained,  and  for  other 
good  and  valuable  consideration  from  each  to  the  other  moving,  the 
parties  hereto  mutually  agree  upon  the  covenants  hereinafter  contained, 
to  wit : 

1.  The  undersigned  stockholders  agree  to  assign  and  transfer  on 
the  books  of  said  company  unto  the  said  second  parties  as  trustees 
and  their  successors  in  the  administration  of  this  trust,  the  number  of 
shares  of  stock  owned  and  held  by  them  in  said  corporation,  set  oppo- 
site their  respective  signatures  hereto,  and  to  respectively  authorize 
and  empower  the  said  trustees  and  their  successors,  as  attorneys  in 
fact  for  the  undersigned  stockholders,  to  cause  said  transfer  to  be  made 
on  the  books  of  said  company,  subject  to  the  conditions  hereinafter 
declared,  and  for  this  purpose  to  deliver  to  said  second  parties  as  such 
trustees  and  their  successors  as  aforesaid,  the  certificates  evidencing 
the  said  stock  now  owned  by  them,  respectively. 

2.  The  said  shares  of  stock  so  transferred  shall  be  held  by  said  sec- 
ond parties  as  such  trustees  and  their  successors  for  the  common  benefit 
of  all  the  parties  to  this  agreement  and  all  those  who  may  become  such 
as  hereinafter  provided  under  the  terms  and  conditions  hereinafter  set 
forth. 

3.  As  soon  as  practicable  after  said  transfer  of  said  stock  on  the 
books  of  said  corporation  shall  have  been  made,  said  trustee  shall  exe- 


360  CORPORATION    FORMS. 

cute  and  deliver  to  each  of  the  subscribers  hereto,  his  assigns,  assign- 
able trust  certificates  for  the  number  of  shares  set  opposite  their  re- 
spective names,  which  certificate  shall  be  in  the  following  form : 

VOTING  TRUST  CERTIFICATE. 

N°-  — : •  Shares. 

This  certifies  that  A  B  is  entitled  to shares  of  the  par  value 

of dollars  each  of  the  beneficial  interest  in  the  capital  stock  of 

the company,  certificates  for  which  have  been  issued  to  us,  the 

undersigned,  as  trustees,  under  and  pursuant  to  a  certain  trust  agree- 
ment made  between  the  stockholders  of  said  company  and  the  under- 
signed, as  trustees,  dated  the day  of ,  A.  D.  1910. 

The  holder  of  this  certificate  is  entitled  to  the  beneficial  right  and 
interest  provided  in  and  by  said  trust  agreement,  including  a  propor- 
tionate share  of  all  dividends  declared  and  paid  on  the  stock  of  said 
company  held  in  trust  as  aforesaid,  less  his  proportionate  share  of  the 
expenses  incident  to  this  trust. 

In  witness  whereof,  the  said  trustees  have  hereunto  set  their  hands 

and  affixed  their  seals  on  the day  of ,  A.  I).  1910. 

(Signed.) 

4.  The  interest  in  the  stock  to  be  assigned  to  the  trustees  as  herein- 
after provided  is  assignable  by  transfer  upon  books  to  be  kept  for  that 
purpose  by  the  trustees  or  their  successors  as  aforesaid,  by  the  holder  of 
said  trust  certificate  or  certificates  in  person,  or  by  written  power  of 
attorney,  accompanied  by  a  surrender  of  such  certificates;  and  a  trans- 
feree, by  accepting  a  new  certificate  in  lieu  of  the  one  so  surrendered, 
shall  be  deemed  to  have  assented  to  the  terms  and  conditions  of  this 
agreement. 

5.  A  list  of  the  shares  of  stock  deposited  with  the  trustees  as  herein 
provided,  as  well  as  a  record  of  all  trust  certificates  issued  and  trans- 
ferred, shall  be  made  and  kept  by  said  trustees  and  their  successors, 
which  shall  contain  the  names  and  addresses  of  said  certificate  holders, 
and  the  number  of  shares  held  by  each,  which  said  record  shall  be  open 
to  the  inspection  of  any  certificate  holder  demanding  the  same. 

6.  The  trust  hereby  created  shall  vest  in  the  parties  of  the  second 
part  and  their  successors  in  office.  In  cas^e  any  of  the  said  trustees  shall 
decline  to  accept  or  serve,  or  upon  the  resignation  of  any  of  the  said 
trustees,  or  whenever  any  of  the  said  trustees  shall  part  with  his  bene- 
ficial interests  in  said  company,  his  office  shall  be  deemed  to  be  vacant, 
and  the  surviving  or  remaining  trustees  shall  elect  his  successor,  who 
shall  have  and  exercise  hereunder  the  same  powers  and  duties  as  were 
intrusted  to  his  predecessor  in  office;  it  being  distinctly  understood 


stockholders'  meeting.  361 

that  such  successor  shall  always  hold  a  beneficial  interest  in  the  stock 
of  said  company.  Nothing  of  this  agreement  shall  be  construed  to 
prevent  any  one  of  said  trustees  from  becoming  an  individual  owner  of 
trust  certificates  as  aforesaid,  or  of  voting  for  himself  as  an  officer  of 
said  company. 

7.  Said  trustees  shall  have  power  to  admit  to  the  benefits  of  this 
trust,  on  an  equal  footing  with  the  original  parties  thereto,  such  stock- 
holders in  said  company  as  may  desire  to  become  parties  to  this  agree- 
ment. 

8.  The  trust  hereby  created  shall  continue  until  the day  of 

t  19 ,  provided  that  the  holders  of  a  (fill  in  the  fractional  in- 
terest as  desired)  interest  in  the  stock  held  by  the  trustees  as  herein 
provided  may  at  any  time  terminate  this  trust  at  any  meeting  called 
for  that  purpose ;  written  notice  thereof  having  been  previously  mailed 
to  each  certificate  holder  at  least  ten  days  prior  to  the  time  fixed  for 
such  meeting.  Upon  the  termination  of  said  trust,  the  said  trustees 
shall  assign  and  transfer  to  the  then  holders  of  the  trust  certificates  the 
amount  of  stock  to  which  each  holder  thereof  shall  be  entitled  upon  the 
surrender  of  his  trust  certificate  or  certificates. 

9.  The  subscribers  hereby  constitute  and  appoint  the  said  parties  of 
the  second  part,  and  their  successors  in  office,  their  and  each  of  their, 
true  and  lawful  attorneys  and  proxies  to  appear  for,  represent  and 
vote  for  them  at  all  meetings  of  the  stockholders  of  the  said  company, 
with  power  fo  vote  upon  any  and  all  questions  which  may  arise  at  any 
such  meeting  or  meetings,  including  the  sale  or  mortgage  of  the  entire 
franchise,  assets,  and  property  of  the  corporation,  or  the  dissolution  of 
such  corporation,  as  fully  and  with  the  same  effect  as  the  said  sub- 
scribers, or  any  of  them,  if  personally  present,  could  do.     And  if  any 
differences  of  opinion  should  arise  among  said  trustees  or  their  suc- 
cessors as  to  the  proper  vote  to  be  cast,  then  the  voice  of  the  majority 
of  said  trustees  shall  govern ;  and  it  shall  not  be  necessary  for  said 
trustees  to  assemble  together  to  consider  any  proposition,  nor  for  all 
of  said  trustees  to  attend  all  meetings  of  stockholders,  but  the  wishes 
of  such  absent  trustee  or  trustees  shall  be  evidenced  by  a  writing 
signed  by  such  absent  trustee  or  trustees.     And  the  said  trustees  and 
their  successors  are  hereby  authorized  to  designate  some  one  of  then- 
number  to  actually  cast  the  vote  which  all  of  said  trustees,  by  reason  of 
their  being  joint  stockholders,  shall  be  entitled  to  cast. 

10.  Should  any  question  arise  upon  which  any  one  of  said  trustees 
shall  desire  the  action  of  the  holders  of  the  trust  certificates,  or  upon 
which  the  owners  of  a  majority  in  value  of  said  trust  certificates  shall 
desire  such  action,  a  meeting  for  such  purpose  may  be  called  by  the 
trustees  or  majority  owners  desiring  same  as  aforesaid,  notice  of  which 


362  CORPORATION    FORMS. 

shall  be  given  in  writing  by  the  United  States  mail,  addressed  to  each 
of  said  certificate  holders  at  his  last  known  place  of  residence,  stating 
specifically  the  time,  place  and  object  of  the  meeting;  such  notice  to 

be  mailed  at  least days  before  the  time  fixed  for  holding  said 

meeting.  At  such  meeting  the  owners  of  such  trust  certificates  may 
determine,  by  a  two-thirds  vote  in  value  of  the  certificates  so  held  by 
them,  the  manner  in  which  they  desire  the  said  trustees  to  vote ;  each 
certificate  holder  being  entitled  to  one  vote,  either  in  person  or  by 
proxy  for  each  share  of  his  beneficial  interest  in  the  capital  stock  of 
said  company.  The  result  of  said  vote  shall  be  certified  to  the  said 
trustees  by  the  secretary  of  said  meeting,  and  the  said  trustees  shall 
cast  their  vote  accordingly. 

11.  The  legal  title  to  all  stock  transferred  under  or  by  virtue  of 
this  agreement  shall  remain  vested  in  the  said  trustees  and  their  suc- 
cessors in  trust,  and  they  shall  not  sell,  transfer,  or  assign  the  same 
during  the  continuance  of  the  trust  hereby  created. 

12.  The  said  trustees  shall  receive  all  dividends  which  may  be  de- 
clared from  time  to  time  upon  the  stock  by  them  as  aforesaid  and  shall 
immediately  pay  out  the  same  to  the  holders  of  the  trust  certificates 
as  their  respective  interests  may  from  time  to  time  appear. 

13.  The  said  trustees  shall  be  indemnified  and  saved  harmless  from 
any  and  all  expenses,  costs,  damages  and  other  liabilities  arising  out 
of  the  acceptance  of  this  trust  and  the  issue  of  the  trust  certificates 
as  aforesaid,  each  certificate  holder  being  liable  for  and  agreeing  to 
contribute  his  proportionate  share  thereof;  and,  whenever  any  funds 
shall  come  into  the  hands  of  said  trustees  for  distribution,  they  may 
deduct  therefrom  a  sum  sufficient  to  indemnify  them  as  aforesaid,  and 
divide  the  balance  pro  rata  among  the  owners  of  said  trust  certificates. 

14.  In  case  any  certificate  holder  shall  desire  to  sell  the  beneficial 
interest  in  said  company  owned  by  him,  or  any  part  thereof,  he  shall, 
before  offering  the  same  to  any  one  else,  first  notify  said  trustees  of 
the  number  of  shares  thereof  which  he  desires  to  sell,  and  said  trustees 
shall  immediately  notify  all  of  the  holders  of  trust  certificates,  at  their 
last  known  place  of  address,  respectively,  of  such  contemplated  sale; 
and  if  the  party  desiring  to  sell  as  aforesaid,  shall  not,  within  ten  days 
after  so  notifying  said  trustees,  receive  an  offer  for  said  certificates  sat- 
isfactory to  him  from  one  of  said  certificate  holders,  he  may  then,  and 
not  until  then,  offer  said  interest  for  sale  to  some  one  not  a  party  to 
this  trust  agreement;  provided,  that  such  holder  desiring  to  make  sale 
as  aforesaid  shall  not  at  any  time  dispose  of  any  portion  of  his  bene- 
ficial interest  to  any  outside  person  for  the  same  at  a  less  price  than 
he  shall  be  offered  therefor  by  some  party  to  this  agreement. 

15.  This  agreement  is  not  to  become  operative  and  binding  on  any 


stockholders'  meeting.  363 

signer  hereto  until  the  owners  of  a  majority  of  the  shares  into  which 
the  capital  stock  of  said  company  is  divided  shall  have  signed  or  rati- 
fied this  agreement  and  delivered  their  certificates  of  stock  as  herein- 
after specified.  , 

In  witness  whereof,  the  undersigned  stockholders  as  aforesaid  have 
hereunto  subscribed  their  names  and  affixed  their  seals,  and  set  oppo- 
site each  signature  the  number  of  shares  held  or  owned  by  them,  re- 
spectively, which  they  desire  to  have  held  in  trust  as  aforesaid ;  and 
the  said  trustees,  as  an  evidence  of  the  acceptance  of  the  trust  hereby 
created,  have  also  signed  and  sealed  these  presents. 

Dated  at  the  city  of on  the day  of A.  D.  19 — . 

(Seal.)  Shares. 

(Seal.)  Shares. 

(Seal.)  Shares. 

(Seal.)  Shares. 

(Seal.) 

Trustee. 

(Seal.) 

Trustee. 

(Seal.) 

Trustee. 
See  §§  902-904. 

FOEM  584. 

Voting  Trust  Agreement. 

Company. 

We,  the  undersigned,  stockholders  of  the Company,  a  corpo- 
ration duly  organized  under  the  laws  of  the  state  of ,  and  hav- 
ing its  principal  office  in  ,  in  said  state  of ,  do  hereby, 

in  consideration  of  the  premises  and  of  our  mutual  understandings  as 
herein  set  forth,  severally  agree  to  transfer  and  deliver  the  shares  of 

stock  held  by  each  of  us  in  said  corporation  to ,  all  of  the  said 

city  of ,  as  voting  trustees  hereunder,  and  mutually  agree  with 

them  and  with  each  other  that  said  trustees  shall  hold  and  vote  the  said 
stock  for  the  period  of  five  years  from  the  date  hereof,  for  the  purposes 
and  under  the  following  terms  and  conditions : 

1.  All  stockholders  of  the  said  company  may  join  in  the  voting  trust 
hereby  created,  by  signing  this  present  agreement  and  transferring, 
in  whole  or  in  part,  the  shares  of  stock  held  by  them  in  said  company 
to  the  said  trustees,  under  the  conditions  and  for  the  purpose  of  this 
present  agreement. 

2.  Each  stockholder  in  said  company  joining  this  voting  trust  as 
afore  provided  shall  become  a  party  thereto  from  the  date  on  which 


364  CORPORATION    FORMS. 

stock  owned  by  such  stockholder  in  said  company  shall  be  transferred 
and  delivered  to  said  trustees  for  the  purposes  of  this  agreement. 

3.  The  said  trustees  shall  surrender  to  the  proper  officer  of  the  said 

Company,  for  cancellation,  the  certificates  for  all  shares  of 

stock  transferred  to  said  trustees,  and  shall,  in  place  thereof,  have 
certificates  of  said  company  issued  to  themselves  as  trustees,  and  on 
the  face  of  each  said  trustees'  certificate  shall  be  stated  the  fact  that 
such  certificate  has  been  issued  pursuant  to  this  agreement. 

4.  The  said  trustees  shall  collect  and  receive  all  dividends  and 
profits  accruing  to  said  stock  and  shall  pay  over  the  same  to  the  re- 
spective equitable  owners  thereof. 

5.  The  said  trustees  shall  issue  to  each  stockholder  becoming  a 
party  thereto  one  or  more  transferable  trustees'  receipts  for  the  num- 
ber of  shares  of  stock  placed  by  each  of  said  stockholders,  respectively, 
in  this  voting  trust,  and  when  such  trustees'  receipts  are  duly  trans- 
ferred to  other  parties  said  trustees  shall  recognize  such  other  parties 
as  the  lawful  assigns  and  successors  of  the  original  parties  hereto,  en- 
titled to  all  of  their  rights  in  the  premises. 

6.  The  stock  held  under  this  agreement  shall,  except  as  hereinafter 
specially  provided,  be  voted  at  any  meeting  of  the  stockholders  of  said 
company  by  such  of  the  said  trustees  as  may  be  present  thereat,  and 
said  vote  shall  be  cast  as  in  the  judgment  of  a  majority  of  the  said 
trustees  present  at  any  such  meetings  may  be  for  the  best  interests  of 
the  stockholders  subscribing  to  this  agreement. 

7.  In  all  elections  for  directors  the  said  stock  shall  be  voted  for 
the  re-election  of  the  present  members  of  the  board  of  directors  of 
said  company,  or  in  the  event  of  the  death,  disability  or  refusal  to 
serve  of  any  such  members,  the  said  stock  shall  be  voted  for  such  other 
person  or  persons  as,  in  the  judgment  of  said  trustees,  shall  be  most 
suitable  for  such  office. 

8.  This  agreement  shall  terminate  five  years  from  the  date  hereof, 
and  upon  such  termination  the  said  trustees  shall,  as  the  outstand- 
ing trustees'  receipts  or  surrender  to  them  duly  endorsed,  give  over  to 
the  said  company  the  certificates  of  stock  held  by  said  trustees,  in  pur- 
suance of  this  agreement,  properly  endorsed,  and  shall  direct  the 
officers  of  said  company  to  deliver  to  the  respective  owners  of  the  said 
surrendered  trustees'  receipts  certificates  for  such  number  of  shares  of 
stock  as  may  be  necessary  to  satisfy  the  requirements  of  the  said  sur- 
rendered trustees'  receipts. 

9.  In  event  of  the  death,  disability,  resignation  or  refusal  to  act  of 
any  of  the  trustees  herein  named,  the  remaining  trustees  or  trustee 
shall  have  power  to  suitably  fill  such  vacancy  or  vacancies,  and  the 


stockholders'  meeting.  365 

person  or  persons  so  appointed  shall  be  empowered  and  authorized  to 
act  hereunder  in  all  respects  as  if  originally  named  herein. 

10.    The  duplicate  of  this  agreement  shall  be  filed  in  the  principal 

office  of  the  said  company  in and  shall  there  be  kept  for  the 

inspection  of  any  stockholder  of  the  company  daily  during  business 
hours. 

In  testimony  whereof,  the  parties  to  this  agreement  have  hereunto 

affixed  their  hands  and  seals  in  the  said  city  of  this  

day  of ,  1910. 

Voting  Trustees.  Stockholders.  Shares  Transferred. 


FORM  585. 

Voting  Trust  Agreement — On  Reorganization. 

This  agreement  made  and  entered  into  this day  of , 

A.  D.  1910,  by  and  between , and ,  hereinafter 

called  the  "Committee,"  a  committee  selected  and  appointed  under  a 

certain   plan   and   agreement   for  the   reorganization   of   the   

Company,  dated  ,  A.  D.  1909,  parties  of  the  first  part,  and 

y and ,  hereinafter  called  the  "Voting  Trustees," 

parties  of  the  second  part, 

Witnesseth,  That  whereas  said  Committee  has  adopted  a  plan  and 

agreement  for  the  reorganization  of  the  said Company,  dated 

,  1909;  and, 

Whereas,  Pursuant  to  such  plan  and  agreement  the  said  

Company  has  been  duly  reorganized  under  the  laws  of  the  state  of 

,  with  an  authorized  capital  stock  of  dollars,  being 

shares  of  the  par  value  of  one  hundred  dollars  each,  of  which 

shares  are  6  per  cent  cumulative  first  preferred  stock, 

shares  are   5  per  cent  second   preferred  stock,  non-cumulative    (or 

cumulative  after  certain  date)  ;  and shares  are  common  stock, 

and  said  company  has  acquired  all  the  property  formerly  belonging  to 
said Company ;  and, 

Whereas,  In  pursuance  of  said  plan  and  agreement  of  reorganiza- 
tion said Company  has  authorized  the  issue  of  all  of  its  first 

preferred  stock,  second  preferred  stock  and  common  stock ;  and, 

Whereas,  Pursuant  to  said  plan  the  said  Company,  at  the 

request  of  the  Committee,  has  issued  to  the  voting  trustees  certificates 


3(3G  CORPORATION-    FORMS. 

for  full-paid  shares  of each  of  the  capital  stock  of  said 

Company,  as  follows : 

shares  of  the  first  preferred  stock ; 

shares  of  second  preferred  stock ; 

—  shares  of  common  stock 


and  which  said  certificates,  together  with  such  other  similar  certificates 
as  hereinafter  from  time  to  time  may  be  delivered  hereunder  are  to  be 
held  and  disposed  of  by  the  voting  trustees  under  and  pursuant  to  the 
terms  and  conditions  hereof ; 

Now,  therefore,  it  is  mutually  agreed : 

First.  Certificates  for  all  of  the  said  shares  of  first  pre- 
ferred stock,  said  shares  of  second  preferred  stock,  and  said 

shares  of  common  stock  of  the  said Company  herein- 
after called  the  "Manufacturing  Company/'  issued  to  and  in  the  names 
of  the  voting  trustees,  shall  be  deposited  with  the  Union  Trust  Com- 
pany, of  New  York,  endorsed  in by  the  voting  trustees.     The 

voting  trustees  hereby  agree  with  the  Committee  and  with  each  and 
every  holder  of  trust  certificates  issued  as  hereinafter  provided,  that 
from  time  to  time  upon  request  they  will  cause  to  be  issued  to  the 
committee  or  upon  its  order  in  respect  of  all  full-paid  stock  of  said 
Manufacturing  Company  received  from  it,  certificates  of  said  Union 
Trust  Company  in  substantially  the  following  form : 

Company. 

No. .  Shares. 

Six  Per  Cent  Cumulative  First  Preferred  Stock  Trust 
Certificate. 

The  Union  Trust  Company,  of  Xew  York,  having  received  upon 
deposit  and  in  trust  from ,  voting  trustees,  certificates  represent- 
ing    shares  of  the  first  preferred  stock  of  the  Com- 
pany, of  the  par  value  of  one  hundred  dollars  each,  and  under  the  pro- 
visions of  the  agreement  dated  on  the  da}r  of  ,  A.  D. 

1909,  between  ,  committee,  and  ,  voting  trustees,  to 

which  agreement  the  holder  hereof  assents  by  accepting  this  certificate, 
hereby  certifies  that  L  M  is  entitled  to  an  undivided  equitable  interest 
in  said  deposited  shares  equivalent  to  shares  of  said  first  pre- 
ferred stock  of  the Company,  without,  however,  the  right  to 

vote  upon  any  of  said  shares,  which  right,  as  well  as  all  other  rights 
appertaining  to  said  shares,  except  such  as  in  and  by  said  agreement 
expressly  provided,  are  vested  exclusively  in  and  are  to  be  exercised 
by  the  voting  trustees  named  in  said  agreement  and  their  successors. 

The  owner  of  this  certificate  will  be  entitled  to  receive  payments 
equal  to  the  dividends,  if  any.  collected  by  the  voting  trustees  upon  the 
like  number  of  shares  and  paid  over  to  this  company. 


stockholders'  meeting.  367 


The  powers  of  the  voting  trustees  with  respect  to  the  shares  of  stock 

of  the  Company  held  in  trust,  as  aforesaid,  will  continue  for 

the  period  of years  from  the  1st  day  of  -       -   1909,  unless 

sooner  terminated  by  them  as  provided  in  said  agreement. 

The  voting  trustees  shall  not  consent  that  any  mortgage  be  put  upon 
the  property  of  the  said  -         -  Company  or  any  part  thereof,  or  that 
the  amount  of  the  first  preferred  or  second  preferred  stock  be  in- 
creased, except  with  the  consent  of  the  holders  of  three-fourths  m 
amount  of  first  preferred  stock  trust  certificates,  or  that  the  amount 
of  second  preferred  stock  be  increased  except  with  the  consent  of  the 
holders  of  two-thirds  in  amount  of  the  second  preferred  stock  trust 
certificates  and  two-thirds  in  amount  of  the  common  stock  trust  cer- 
tificates, to  be  given  in  the  manner  prescribed  in  and  by  said  agreement 
Upon  the  termination  of  the  trust  upon  which  the  said  shares  of 
stock  are  deposited,  the  holder  hereof  will  be  entitled  to  receive  from 
this  company,  upon  surrender  of  this  certificate,  -      -  shares  of  the 

first  preferred  capital  stock  of  said Company.     _ 

The  interest  in  said  shares  of  stock  represented  by  this  certificate  is 
assignable  only  by  transfer  upon  the  books  kept  by  this  company  for 
that  purpose,  by  the  holder  hereof  in  person  or  by  proxy  upon  the  sur- 
render of  this  certificate  properly  assigned. 

This  certificate  is  issued  pursuant  to  and  is  subject  to  the  terms  and 

conditions  of  said  agreement  of ,  1909,  by  and  between  the  said 

Committee  and  the  said  voting  trustees.    This  certificate  is  not  valid 
unless  duly  signed  by  an  officer  of  this  company  and  also  registered  by 

,  as  registrar. 

Dated ,  1909. 

( Signed)     Union  Trust  Company  of  New  York, 
v    °  By ,  President. 


(Seal.) 
Attest, 

,  Secretary. 

Eegistered  this day  of ,  1909. 


—  Company. 


No. 


Registrar. 


Shares. 


Five  Per  Cent  Second  Preferred  Stock  (Non-Cumulative  or 
Otherwise)  Trust  Certificate. 
The  Union  Trust  Company  of  New  York,  having  received  upon  de- 
posit and  in  trust  from  -  — ,  voting  trustees  certificates  represent- 
Lr shares  of  the  second  preferred  stock  of  the Com- 
pany of  the  par  value  of  one  hundred  dollars  each,  and  under  the 


3G8  CORPORATION    FORMS. 

provisions  of  the  agreement,  dated  the  day  of  ,  1909, 

between ,  a  committee,  and  ,  voting  trustees,  to  which 

agreement  the  holder  hereof  assents  by  accepting  this  certificate,  hereby 
certifies  that  N  P  is  entitled  to  an  undivided  equitable  interest  in  said 

shares,  equivalent  to  shares  of  said  second  preferred  stock  of 

said  Company,  without,  however,  the  right  to  vote  upon  any 

of  said  shares,  which  right,  as  well  as  all  other  rights  appertaining  to 
said  shares  except  such  as  in  and  by  said  agreement  expressly  provided 
are  vested  exclusively  in  and  are  to  be  exercised  by  the  voting  trustees 
named  in  said  agreement  and  their  successors. 

Continue  as  in  the  6  per  cent  cumulative  first  preferred  stock  cer- 
tificate. 


Company. 

No. Shares. 

Common  Stock  Trust  Certificate. 

The  Union  Trust  Company  of  New  York  having  received  upon  de- 
posit and  in  trust  from ,  voting  trustees,  certificates  represent- 
ing    shares  of  the  common  stock  of  the  Company  of 

the  par  value  of  one  hundred  dollars  each,  and  under  the  provisions  of 

the  agreement  dated  the day  of ,  1909,  between , 

a  committee,  and  ,  voting  trustees,  to  which  agreement  the 

holder  hereof  assents  by  accepting  this  certificate,  hereby  certifies  that 
R  S  is  entitled  to  an  undivided  equitable  interest  in  said  deposited 

shares  equivalent  to  shares  of  the  said  common  stock  of  the 

said Company,  without,  however,  the  right  to  vote  upon  any  of 

said  shares,  which  right,  as  well  as  all  other  rights  appertaining  to 
said  shares,  except  such  as  in  and  by  said  agreement  expressly  provided, 
are  vested  exclusively  in  and  are  to  be  exercised  by  the  voting  trustees 
named  in  said  agreement  and  their  successors.  (Follow  as  in  6  per 
cent  cumulative  first  preferred  stock  certificate.) 

Second.    On  the day  of ,  or  whenever  prior  to  that 

date  the  voting  trustees  shall  decide  to  make  delivery,  the  voting 
trustees  in  exchange  for  or  upon  surrender  of  any  stock  trust  certificate 
then  outstanding  will,  in  accordance  with  the  terms  of  this  agreement, 
cause  proper  certificates  of  stock  of  said  Company  to  be  de- 
livered, and  may  require  the  holders  of  trust  certificates  to  exchange 
them  for  certificates  of  capital  .stock. 

Third.  In  the  event  during  the  continuation  of  this  agreement  that 
the  first  preferred  stock  or  the  second  preferred  stock,  or  any  part  or 
portion  of  the  first  preferred  stock  or  the  second  preferred  stock,  be 
retired,  then  and  in  that  case,  the  moneys  received  by  the  voting 


stockholders'  meeting.  369 

trustees  on  account  of  the  preferred  stock  so  retired  shall  be  paid  by 
them  to  the  holders  of  the  voting  trust  certificates  representing  the 
stock  so  retired  pro  rata,  upon  such  requirements  as  the  voting  trustees 
may  make  in  respect  to  the  presentation,  stamping,  or  surrender  of  the 
outstanding  voting  trust  certificates  representing  the  stock  so  retired. 

Fourth.    The  name  "The Company,"  for  the  purposes  of  this 

agreement  and  for  all  rights  hereunder,  including  the  issue  and  deliv- 
ery of  stock,  shall  be  taken  to  mean  the  said  corporation  organized 

under  the  laws  of  the  state  of ,  or  any  successor  into  which  the 

same  may  be  reorganized  or  consolidated. 

Fifth.    Any  voting  trustee  may  at  any  time  resign  by  delivering  to 

the  other  trustees  his  written  resignation  to  take  effect  days 

thereafter,  and  in  case  of  the  death  or  resignation  or  the  inability  of 
any  voting  trustee  to  act,  the  remaining  voting  trustees  may  there- 
upon fill  the  vacancy  by  an  instrument  in  writing.  The  term  "voting 
trustee"  as  used  herein  and  in  said  certificates  shall  apply  to  the  par- 
ties of  the  second  part  and  their  successors. 

Sixth.  The  voting  trustees  may  adopt  their  own  rules  of  procedure ; 
and  the  action  of  a  majority  of  such  voting  trustees  expressed  from 
time  to  time  at  a  meeting  or  by  writing  with  or  without  meeting,  shall, 
except  as  otherwise  herein  stated,  constitute  the  action  of  the  voting 
trustee,  and  have  the  same  effect  as  though  assented  to  by  all  at  a  meet- 
ing. The  voting  trustees,  or  any  two  of  them,  may  vote  the  deposited 
stock  in  person  or  by  proxy  to  any  other  voting  trustee,  or  to  any  other 
person  whomsoever,  and  any  one  or  more  of  them  may  act  as  a  director 
or  as  an  officer  of  the  said Company. 

Seventh.  In  voting  the  stock  held  by  them,  the  voting  trustees  will 
exercise  their  best  judgment  from  time  to  time  to  secure  suitable  direc- 
tors, to  the  end  that  the  affairs  of  the  said Company  shall  be 

properly  managed,  and  in  voting  and  in  acting  on  other  matters  which 
shall  come  before  them  as  stockholders  or  at  stockholders'  meetings 
will  likewise  exercise  their  best  judgment;  but  they  assume  no  re- 
sponsibility in  respect  of  such  management  or  in  respect  of  any  action 
taken  by  them  or  in  pursuance  of  their  consent  thereto  as  such  stock- 
holder, or  in  pursuance  of  their  votes  so  cast,  and  no  voting  trustee 
incurs  any  responsibility  by  reason  of  any  error  of  law,  or  of  any  mat- 
ter or  thing  done  or  suffered  or  omitted  to  be  done  under  this  agree- 
ment, except  for  his  own  individual  fraud  or  wilful  malfeasance. 

Eighth.  Any  and  all  dividends  which  may  at  any  time  be  declared 
upon  the  said  deposited  shares  of  stock  shall  be  collected  by  the  voting 
trustees,  and  shall  be  by  them  paid  over  to  the  said  Union  Trust  Com- 
pany of  New  York  for  distribution  pro  rata  among  the  holders  of  said 

24— Thomp.  Corp.  VII. 


370  CORPORATION   FORMS. 

trust  certificates  representing  the  stock  in  respect  to  which  such  divi- 
dend shall  have  been  declared  in  accordance  with  their  respective 
rights. 

Ninth.  The  voting  trustees  possess  and  shall  be  entitled  in  their 
discretion  to  exercise  until  the  actual  delivery  of  stock  certificates  in 
exchange  for  stock  trust  certificates,  all  rights  and  powers  as  absolute 
owners  of  said  stock,  including  the  unrestricted  right  to  vote  for  every 

purpose,  and  to  consent  to  any  corporate  act  of  said Company, 

except  as  herein  expressly  restricted,  it  being  expressly  stipulated  that 
no  voting  right  passes  by  or  under  said  stock  trust  certificates,  or  by 
or  under  this  agreement,  or  any  other  agreement,  express  or  implied. 
The  voting  trustees  will  not,  however,  during  the  pendenc}r  of  this 
agreement,  vote  in  respect  of  the  shares  of  the  capital  stock  of  the  said 

Company  held  by  them  to  authorize  any  mortgage  upon  the 

property  acquired  under  said  plan  and  agreement  of  reorganization, 

dated ,  or  any  part  thereof,  nor  to  authorize  any  increase  in  the 

amount  of  first  preferred  stock  or  second  preferred  stock  in  said 

Company,  except  with  the  consent  of  the  holders  of  three- 
fourths  in  amount  of  the  first  preferred  stock  trust  certificates,  nor  to 
authorize  any  increase  in  the  amount  of  second  preferred  stock  of  said 

Company  except  with  the  consent  of  the  holders  of  two-thirds 

in  amount  of  the  second  preferred  stock  trust  certificates,  and  two- 
thirds  in  amount  of  the  common  stock  trust  certificates,  of  said  — 


Company,  to  be  given  at  a  meeting  called  by  the  voting  trustees  for 
that  purpose,  and  for  which  notice  shall  be  given  in  accordance  with 
this  agreement,  or  by  the  assent  or  approval  in  writing  of  such  holders 
of  voting  trust  certificates,  filed  with  said  Union  Trust  Company. 

Any  trust  certificates  then  held  by  the  said Company  shall  not 

for  the  purposes  of  this  article  be  deemed  outstanding. 

Tenth.  All  notices  to  be  given  to  the  holders  of  trust  certificates 
hereunder  shall  be  inserted  in  two  daily  papers  of  general  circulation 

published  in  the  city  of ■ — ,  twice  in  each  week,  for  two  successive 

weeks.  Any  call  or  notice  whatsoever,  when  so  published  by  the  voting 
trustees,  shall  be  taken  and  considered  as  though  personally  served 
upon  all  parties  hereto,  including  the  holders  of  said  trust  certificates, 
and  upon  all  parties  becoming  bound  hereby  as  of  the  date  of  the  first 
publication  of  said  notices,  and  such  publication  shall  be  the  only  no- 
tice required  to  be  given  under  any  of  the  provisions  of  this  agreement. 

Eleventh.  Any  holder  of  any  stock  of  the  said  company,  whether 
first  preferred  stock,  second  preferred  stock,  or  common  stock,  may  at 
any  time  prior  to  the  termination  of  this  agreement,  upon  surrender- 
ing to  the  voting  trustees  his  certificate  of  stock,  properly  transferred 
to  the  voting  trustees,  become  entitled  to  all  the  benefits  of  this  agree- 


stockholders'  meeting.  371 

ment,  and  subject  to  all  the  terms  and  provisions  hereof.  The  voting 
trustees  shall,  upon  the  surrender  to  them  of  any  such  shares  of  stock 
so  endorsed  during  the  continuance  of  this  agreement,  cause  to  be  de- 
livered to  the  said  stockholder  so  transferring  the  same  a  certificate 
substantially  similar  in  form  to  the  form  of  certificate  hereinbefore 
set  out,  in  respect  to  the  stock  so  transferred  to  the  voting  trustees. 

Twelfth.  This  agreement  may  be  simultaneously  executed  in  sev- 
eral counterparts,  and  each  of  which  when  so  executed  shall  be  taken 
as  an  original,  and  all  such  counterparts  shall  together  constitute  but 
one  and  the  same  instrument. 

In  witness  whereof,  the  several  parties  have  hereunto  set  their  re- 
spective hands  and  seals  the  day  and  year  first  above  mentioned. 

(Seal.)  (Seal.) 

Committee.  Voting  Trustees. 

FOKM  586. 

Voting  Trustees'  Certificate. 

Organized  under  the  Laws  of  the  State  of  Maine. 

No. Shares. 

Company. 

Capital  Stock  $18,000,000. 
Certificate  for  Stock  Deposited  under  Voting  Trust  Agreement  of 

April  12,  1907. 

,  trustees,  by  the  Company,  their  agent,  having  re- 
ceived on  deposit  the  entire  capital  stock  of  the Company,  full- 
paid  and  non-assessable,  all  being  held  under  the  above-named  agree- 
ment, to  the  terms  of  which  the  holder  hereof  assents  by  receiving  this 

certificate,  certify  that is  entitled,  subject  to  the  provisions  of 

said  agreement,  to  shares  of  the  stock  deposited  thereunder. 

This  certificate  entitles  the  holder  to  all  rights,  dividends  and  privi- 
leges belonging  to  the  actual  stock,  excepting  only  the  right  to  vote. 

The  trusteeship  herein  agreed  to  may  be  determined  after  

years  upon  terms  set  forth  in  the  above-named  agreement  and  is  ended 
by  limitation  in  ten  years  from  date  of  agreement. 

Transferable  only  on  the  books  of  the  undersigned  at  the  office  of 

the Company,  city  of ,  by  the  holder  hereof  in  person 

or  by  duly  authorized  attorney  upon  surrender  of  this  certificate  prop- 
erly endorsed. 

Dated ,  19—. 

,  Trustees, 

By Company, 

Depositary  and  Agent. 
By ,  Secretary-Treasurer. 


372  CORPORATION'    FORMS. 

f.    Inspector's  Oath  and  Certificate. 

FORM  587. 

Oath  of  Inspectors. 

State  of ,  County  of ,  ss : 

We,  the  undersigned,  having  been  duly  appointed  to  act  as  inspectors 

of  election  at  the  annual  meeting  of  the  stockholders  of  the  

Company,  to  be  held  at  the  office  of  the  said  company,  No.  

street,  in  the  city  of  ,  on  the  day  of 


A.  D.  1910,  being  severally  duly  sworn,  each  for  himself,  deposes  and 
says  that  he  will  faithfully  discharge  and  execute  the  duties  of  in- 
spector of  election  at  such  meeting  and  election  with  strict  impartiality 
and  fairness  according  to  the  best  of  his  ability. 
(Subscribed  and  sworn  to.) 
See  §§  912-914. 

FORM  588. 

Certificate  of  Inspectors. 

We,  the  undersigned,  heretofore  duly  appointed  inspectors  of  elec- 
tion of  the  Company,  do  hereby  certify  that  at  the  regular 

annual  meeting  of  said  corporation,  held  in  the  office  of  the  said  com- 
pany, No. street,  in  the  city  of ,  on  the 

day  of ,  A.  D.  1910,  a  quorum  being  present,  after  being  first 

duly  sworn,  which  oath  is  hereto  attached,  we  did  conduct  the  election 
for  directors  of  the  said  corporation  and  received  the  ballots  of  all 
persons  present,  and  we  do  hereby  certify  the  following  as  the  result 
of  the  vote  taken  thereat,  and  that  the  following  named  persons  re- 
ceived the  number  of  votes  set  opposite  their  names  for  the  office  of 
director,  to  wit  : 

Names.  Votes  Received. 


We,  therefore,  hereby  certify  that ,  having  received  a  plural- 
ity of  the  votes  cast,  were  by  us  declared  duly  elected  directors  of  said 
corporation  for  the  ensuing  year. 

In  witness  whereof,  etc. 

Signed  by  Inspectors. 


STOCKHOLDERS7    MEETING.  373 

g.    By-Laws. 

FOKM  589. 

General  By-laws  (Short  Form). 

Article  I. 
The  principal  office  of  the  company  shall  be  in  the  city  of 
— ,  but  meetings  of  the  board  of  directors  for  the  transaction  of 


business,  except  such  as  is  required  by  law  to  be  transacted  at  the  prin- 
cipal office,  may  be  held  in  the  city  of ,  and  the  books  of  the 

company,  excepting  the  stock  and  transfer  books,  shall  be  kept  either 

at  its  office  in or  at  the  principal  office  in ,  as  either  the 

president  or  the  directors  may  from  time  to  time  determine. 

2.  The  board  of  directors  shall  consist  of  not  less  than nor 

more  than members,  one  of  whom  shall  be  chosen  by  said  board 

as  its  president,  one  as  secretary  and  one  as  treasurer,  which  board 
shall  have  full  power  and  authority  to  manage  and  control  the  affairs 
and  business  of  the  company,  and  at  any  meeting  of  the  board  of  di- 
rectors a  majority  of  the  whole  number  of  directors  shall  constitute  a 
quorum  for  the  transaction  of  business,  and  a  majority  of  the  votes  of 
such  quorum  shall  be  sufficient  to  pass  any  measure  before  such  meet- 
ing. 

3.  The  board  of  directors  shall  be  chosen  from  among  the  stock- 
holders at  the  annual  meeting  of  said  company  to  be  held  at  their 

principal  office  the  first  Tuesday  of in  each  year,  and  it  shall 

be  the  duty  of  the  secretary  to  give days'  notice  in  person  or 

by  mail  to  the  stockholders  of  such  annual  meeting. 

4.  In  case  of  a  vacancy  in  the  board  of  directors,  a  majority  of  the 
remainder  of  the  members  thereof  shall  fill  such  vacancy,  and  a  ma- 
jority of  the  board  may  also  increase  the  number  of  directors  to 

and  elect  additional  members  when  they  may  deem  it  advisable,  and 

thereafter  the  number  of  directors  shall  be ,  and  such  election 

shall  be  good  until  the  next  annual  meeting  of  the  stockholders. 

Article  II. 

1.  The  duties  of  the  president,  secretary  and  treasurer  shall  be 
such  as  are  usually  imposed  upon  such  officials  of  corporations  and  as 
are  required  by  law,  and  such  as  may  be  assigned  to  them  respectively 
by  the  board  of  directors,  from  time  to  time,  and  the  treasurer  shall 
give  bond  in  the  sum  of dollars,  approved  by . 

2.  Other  officers,  agents  and  employes  may  be  appointed,  and  their 
duties  assigned  and  compensation  fixed  by  the  board  of  directors. 


374  CORPORATION    FORMS. 

Article  III. 
The  corporate  seal  of  the  company  shall  be  a  circular  seal  with  the 
name  of  the  company  around  the  border  and  the  date  of  the  organiza- 
tion in  the  center. 

Article  IV. 

1.  Certificates  of  stock  signed  by  the  president  and  treasurer,  and 
sealed  with  the  seal  of  the  corporation,  and  in  form  approved  by  the 
board  of  directors  and  in  accordance  with  law,  shall  be  issued  by  the 
company  to  the  holders  of  the  stock  of  the  company. 

2.  Transfer  of  the  stock  shall  be  made  either  in  person  or  by  at- 
torney only  on  the  books  of  the  company  in  a  transfer  book  kept  for 

■  that  purpose,  and  upon  the  surrender  of  the  old  certificate. 

3.  Each  stockholder  shall  be  entitled  to  cast  one  vote  for  every 
share  of  stock  held  by  him  at  any  election,  or  on  any  subject  before  any 
annual  or  special  meeting  of  the  stockholders,  and  such  votes  may  be 
cast  whether  in  person  or  by  written  proxy,  but  not  without  the  pre- 
sentation of  the  certificates  representing  the  stock  on  account  of  which 
such  stockholder  claims  the  right  to  vote. 

Article  V. 

1.  These  by-laws  may  be  altered  and  amended  at  any  time  by  the 
entire  board  of  directors  or  by  a  vote  of  the  majority  of  the  board  at 
a  meeting  held  for  that  purpose,  five  days'  notice  of  such  meeting  hav- 
ing been  given  in  writing  either  by  mail  or  personal  service  to  each 
member  of  the  board  by  the  president  or  secretary. 

See  generally  §§  965-1063. 

FORM  590. 

General  By-laws  (Long  Form) . 

Article  I — Stockholders'  Meetings. 

Section  1.  All  meetings  of  the  stockholders  of  this  company  shall 
be  held  at  the  principal  office  or  place  of  business  of  the  company  in 
the  state  of . 

Sec.  2.  The  annual  meeting  of  the  stockholders  of  this  company 
shall  be  held  on  the day  of in  each  year,  at  which  meet- 
ing there  shall  be  chosen persons,  who  shall  be  stockholders  in 

said  company,  to  be  the  directors  of  said  company  for  the  ensuing  year. 
A  notice  of  such  meeting,  either  written  or  printed,  or  partly  written 

and  partly  printed,  shall  be  mailed days  before  such  meeting 

to  each  stockholder,  to  his  postoffice  address  appearing  upon  the  rec- 
ords of  the  company,  in  addition  to  notice  required  by  law  to  be  pub- 
lished. 


stockholders'  meeting.  375 

Sec.  3.  If,  for  any  reason,  the  annual  meeting  of  stockholders  shall 
not  be  held  as  hereinbefore  provided,  such  annual  meeting  shall  be 
called  by  the  president  and  directors  as  soon  as  conveniently  may  be. 

It  shall  be  the  duty  of  the  secretary,  on  the  written  request  of 

stockholders,  if  the  election  for  directors  has  not  been  held  as  herein- 
before provided,  to  call  a  meeting  of  the  stockholders  as  provided  in 
section  2  for  the  election  of  directors. 

Sec.  4.  Special  meetings  of  the  stockholders  of  this  company  may 
be  called  at  anv  time  by  the  president.  It  shall  also  be  the  duty  of  the 
president  to  call  a  special  meeting  of  the  stockholders,  whenever  re- 
quested in  writing  so  to  do,  by  stockholders  owning per  cent 

of  the  entire  capital  stock.  If  the  president  on  such  request  neglects 
for hours  to  call  a  special  meeting,  then  the  stockholders  mak- 
ing the  request  may  call  a  special  meeting.  Notice  of  special  meetings 
shall  be  given  by  mailing  a  notice  thereof  to  each  stockholder,  to  his 
postoffice°address  appearing  upon  the  records  of  the  company  at  least 
days  before  such  meeting.  Such  notice,  in  addition  to  stat- 
ing the  time  at  which  said  meeting  shall  be  held,  shall  briefly  state 
the  object  of  said  meeting,  and  no  business  not  so  stated  shall  be  con- 
sidered at  such  meeting,  except  on  the  unanimous  consent  of  all  stock- 
holders present,  in  person  or  by  proxy,  at  such  special  meeting. 

Sec.  5.    No  meetings  of  stockholders  shall  be  called  or  held  except 

as  authorized  by  the  law  of  the  state  of or  these  by-laws. 

Sec.  6.    At  all  stockholders'  meetings,  stockholders  owning  at  least 

per  cent  of  the  capital  stock  of  the  company,  and  present  in 

person  or  by  proxy,  shall  be  necessary  to  constitute  a  quorum. 

Voting. 
Sec    7     At  all  annual  meetings  of  stockholders,  the  right  of  any 
stockholder  to  vote  shall  be  governed  and  determined  by  the  transfer 
records.     Only  such  persons  shall  be  entitled  to  vote  who  appear  as 
stockholders  upon  the  transfer  records  of  the  company. 

Sec.  8.    No  share  of  stock  shall  be  voted  upon  at  any  election  which 
has  been  transferred  on  the  records  of  the  company  within 
days  next  preceding  such  election. 

Sec.  9.  Stockholders  may  give  proxies  to  vote  at  any  meeting. 
Sec  10  At  all  meetings  of  stockholders  all  questions  except  the 
question  of  an  amendment  of  these  by-laws,  and  the  question  of  the 
election  of  directors,  and  all  such  other  questions  the  decision  of  which 
is  specially  regulated  by  statute,  shall  be  determined  by  a  majority 
vote  of  the  stockholders  present  in  person  or  by  proxy;  and,  m  the 
event  of  a  tie  vote,  the  presiding  officer  of  the  meeting  shall  cast  the 
deciding  vote,  provided  that  any  stockholder  present  may  demand  a 


376  CORPORATION    FORMS. 

stock  vote.  When  a  stock  vote  is  demanded  it  shall  immediately  be 
taken,  and  each  stockholder  present  shall  be  entitled  to  one  vote  for 
each  share  of  stock  he  owns,  as  appears  by  the  transfer  records  as  here- 
inbefore provided,  and  one  vote  for  each  share  of  stock  so  owned  by 
any  stockholder  whose  proxy  he  may  be,  and  the  question  shall  be  de- 
cided affirmatively  by  a  vote  of  not  less  than  per  cent  of  all 

outstanding  shares  of  stock  of  said  company. 

All  voting  shall  be  viva  voce,  except  that  a  stock  vote  and  vote  for 
the  election  of  directors  shall  be  by  ballot,  and  each  ballot  shall  state 
the  number  of  shares  owned  by  the  person  voting,  the  name  of  the 
person  voting  and  the  word  "Yes,"  if  the  vote  be  an  affirmative  vote, 
and  the  word  "No,"  if  the  vote  be  a  negative  vote,  or  the  name  of  the 
person  voted  for  if  it  be  a  vote  for  the  election  of  a  director. 

Sec.  11.  All  meetings,  either  of  stockholders  or  directors,  shall  be 
presided  over  by  the  president;  and  at  all  meetings  of  the  directors 
the  president  may  vote,  and  he  may  also  vote  at  any  stockholders' 
meeting  in  addition  to  the  case  provided  for  by  the  last  section,  when- 
ever a  stock  vote  is  taken.  In  the  absence  of  the  president,  the  vice- 
president  shall  preside,  and  shall  have  all  the  powers  herein  conferred 
upon  the  president  when  acting  as  presiding  officer  of  a  meeting. 

Inspectors  of  Election. 
Sec.  12.  At  all  meetings  for  election  of  directors,  two  inspectors  of 
election  shall  be  first  elected  by  a  majority  stock  vote  of  all  the  stock- 
holders present  at  the  meeting,  in  person  or  by  proxy,  provided  that  no 
person  who  is  a  candidate  for  the  office  of  director  shall  be  elected  as 
an  inspector. 

Order  of  Business. 
Sec.  13.    At  all  meetings  of  stockholders  the  following  order  of 
business  shall  be  observed,  so  far  as  consistent  with  the  purpose  of  the 
meeting,  viz. : 

Reading  minutes  of  preceding  meeting  and  action  thereon. 

Report  of  president. 

Report  of  treasurer. 

Report  of  secretary. 

Report  of  committees. 

Election  of  directors. 

Unfinished  business. 

Xew  business. 

Article  II — Officers — Directors. 

Section  1.    The  affairs  of  this  company  shall  be  managed  by 

directors,  who  shall  be  annually  chosen  at  the  annual  meeting  of  the 
stockholders,  except  as  by  these  by-laws  otherwise  provided. 


stockholders'  meeting.  377 

Sec.  2.    All  elections  for  directors  shall  be  by  ballot,  and  the  poll  at 

every  such  election  shall  be  opened  between  the  hours  of a.  m. 

and p.  M.  and  shall  continue  open  at  least  one  hour  by  day- 
light, and  shall  close  before o'clock  in  the  evening. 

Sec.  3.  In  case  a  vacancy  or  vacancies  by  death,  resignation  or 
otherwise,  occurs  in  the  board  of  directors  between  the  time  of  the 
annual  meetings,  the  remaining  director  or  directors  shall  fill  the  va- 
vancy  or  vacancies  by  choosing  from  the  stockholders  as  many  persons 
as  may  be  necessary  to  fill  the  vacancy  or  vacancies,  and  the  person  or 
persons  so  chosen  shall  be  directors  and  hold  office  until  their  suc- 
cessors are  elected. 

Sec.  4.  In  case  the  entire  board  of  directors  should  die  or  resign, 
then  any  stockholder  may  call  a  special  meeting  in  the  same  manner 
that  the  president  may  call  a  special  meeting,  and  new  directors  may 
be  elected  at  such  special  meetings  in  the  manner  provided  for  the 
election  of  directors  at  annual  meetings. 

Sec.  5.  Any  director  may  resign  his  office  at  any  time,  such  resigna- 
tion to  be  made  in  writing,  and  it  shall  take  effect  from  the  time  of  its 
delivery  to  the  president  or  to  a  majority  of  the  board  of  directors. 

Sec.  6.  Any  director  who  may  be  guilty  of  any  fraud,  or  crime  or 
conduct  prejudicial  to  the  interests  of  this  company  may  be  removed 
from  his  office  by  an  affirmative  majority  vote  of  the  other  directors, 
and  the  remaining  directors  shall  immediately  after  such  vote  declare 
the  office  of  such  director  vacant,  and  the  vacancy  so  created  shall  be 
filled  in  the  same  manner  any  other  vacancy  may  be  filled. 

Other  Officers. 
Sec.  7.  The  directors  so  chosen,  immediately  after  their  election, 
shall  hold  a  meeting,  at  which  they  shall  choose  from  among  their 
number  a  president  and  a  vice-president,  and  they  shall  at  the  same 
meeting  choose  a  secretary,  treasurer  and  such  other  officers,  agents  and 
factors  as  they  may  deem  necessary,  who  shall  hold  their  offices  until 
others  are  chosen  and  qualified  in  their  stead. 

Sec.  8.  The  board  of  directors  shall  also  select  an  executive  com- 
mittee of  five  members,  including  the  president,  to  possess  and  dis- 
charge all  the  powers  of  the  board  of  directors  during  the  intervals 

between  its  meetings.     Of  this  committee  shall  constitute  a 

quorum  for  the  transaction  of  business,  but  no  action  taken  by  it  shall 

be  valid  unless  the  same  have  the  affirmative  vote  of  at  least 

members. 

Sec.  9.  Said  board  of  directors  may  adopt  such  rules  and  regula- 
tions for  the  conduct  of  their  meetings  and  management  of  the  affairs 
of  this  company  as  they  may  deem  proper,  not  inconsistent  with  the 
law  of  the  state  of or  these  by-laws. 


378  CORPORATION    FORMS. 

Sec.  10.  The  salary  of  all  officers  shall  he  fixed  by  a  majority  vote 
of  the  board  of  directors,  and  they  may  be  changed  from  time  to  time 
as  by  said  board  of  directors  may  be  determined. 

Sec.  11.  The  directors  may  hold  their  meetings  at  such  time  and 
times  and  place  and  places,  either  within  or  without  the  state,  as  they 
may  determine  upon.  Xotice  of  such  meeting  shall  be  given  by  mail- 
ing a  notice  thereof  to  each  director,  to  his  postoffice  address  as  appear- 
ing in  the  records  of  the  company  not  less  than  days  before 

such  meeting. 

Article  III — Powers  of  Officers. 

Section  1.  President. — The  president  shall  have  power  to  employ 
and  discharge  all  clerks,  employes  and  agents ;  subject,  however,  to  the 
right  of  the  board  of  directors  to  direct,  by  a  majority  vote,  the  em- 
ployment of  any  agent  or  other  employe,  or  the  dismissal  of  any  agent 
or  employe.  The  president  shall  also  preside  at  all  meetings  of  the 
company,  or  meetings  of  the  stockholders  of  the  company,  and  of  the 
board  of  directors ;  shall  be  ex-officio  a  member  of  all  committees,  and 
shall  perform  such  other  duties  as  he  may  be  directed  to  perform  by 
the  board  of  directors,  and  shall  have  a  general  oversight  over  the  busi- 
ness and  affairs  of  the  company. 

Sec.  2.  Vice-President. — The  vice-president  shall,  in  the  absence  or 
incapacity  of  the  president,  perform  the  duties  of  that  officer. 

Sec.  3.  Treasurer. — The  treasurer  shall  deposit  the  money  and  se- 
curities belonging  to  this  company  in  such  bank  or  banks,  trust  com- 
panies and  safe  deposit  vaults  as  may  be  selected  by  the  board  of 
directors,  and  all  checks  or  other  orders  for  the  payment  of  money  or 
the  delivery  of  securities  belonging  to  this  company  shall  be  signed  by 
the  president  and  treasurer  or  by  such  other  person  with  the  treasurer 
as  the  board  of  directors  may  designate,  and  no  payment  for  a  greater 

sum  than dollars  shall  be  made  except  by  check.    The  treasurer 

shall  also  keep  such  books  of  account  as  the  directors  or  a  majority  of 
them,  may  direct.  A  report  of  the  financial  condition  of  the  company 
shall  be  made  by  the  treasurer  to  the  president  whenever  requested  by 
the  president,  and  a  report  of  like  character  shall  be  submitted  by  the 
treasurer  at  the  annual  meeting;  and  he  shall,  if  required  by  the  di- 
rectors at  any  time,  give  such  bond  as  the  directors  may  require,  and 
failure  so  to  do  within  five  days  thereafter  shall  be  held  to  forfeit  and 
vacate,  and  shall  forfeit  and  vacate,  the  office  of  treasurer.  Every  per- 
son accepting  the  office  of  treasurer  shall  hold  the  same  subject  to  the 
last  mentioned  limitations.  The  treasurer  shall  also  sign  all  certificates 
of  stock,  and  perform  such  other  duties  as  the  board  of  directors  may 
require. 


stockholders'  meeting.  379 

Sec.  4.  Secretary-. — The  secretary  shall  be  sworn  to  the  faithful  dis- 
charge of  his  duty,  and  shall  record  all  the  votes  of  the  company  and 
directors  in  a  book  to  be  kept  for  that  purpose.  He  shall  record  all 
transfers  of  stock  and  cancel  and  preserve  all  certificates  of  stock  trans- 
ferred, and  he  shall  also  keep  a  record  alphabetically  arranged  of  all 
persons  who  are  stockholders  of  this  company,  showing  their  places  of 
residence,  the  number  of  shares  of  stock  held  by  them  respectively,  and 
the  time  when  they  became  the  owners  of  such  shares.  The  address  of 
any  stockholder  shall  be  changed  whenever  requested  in  writing  by 
such  stockholder.  The  secretary  shall  also  be  the  transfer  agent  of  the 
company  for  the  transfer  of  all  certificates  of  stock.  He  shall  also 
keep  the  seal  of  the  company,  and  affix  the  same  to  all  certificates  of 
stock  and  such  other  instruments  requiring  the  seal  as  may  be  directed 
by  the  board  of  directors.  The  secretary  shall  also  keep  such  other 
books  and  perform  such  other  duties  as  may  be  assigned  to  him. 

Article  IV— Stock. 

Section  1.  All  certificates  of  stock  shall  be  signed  by  the  president 
or  vice-president  and  treasurer,  and  be  attested  by  the  corporate  seal. 

Sec.  2.  Certificates  of  stock  may  be  transferred,  sold,  assigned  or 
pledged  by  an  endorsement  to  the  proper  effect  in  writing  on  the  back 
of  the  certificate,  and  delivery  of  such  certificate  by  the  transferrer  to 
the  transferee ;  provided  that  until  notice  given  of  such  transfer  to  the 
secretary  of  the  company,  and  the  surrender  of  the  certificate  of  stock 
for  cancellation,  and  the  issue  of  a  new  certificate  in  lieu  of  that  sur- 
rendered, this  company  may  regard  and  treat  the  transferrer  as  being 
still  the  owner  of  the  stock. 

Sec.  3.  All  surrendered  certificates  shall  be  marked  cancelled,  with 
the  date  of  cancellation,  by  the  secretary,  and  shall  be  immediately 
pasted  into  the  stock-book  opposite  the  memorandum  of  their  issue. 

Sec.  4.  Duplicate  certificates  of  stock  may  be  issued  for  such  as 
may  have  been  lost  or  destroyed,  upon  the  applicant  furnishing  (1)  an 
affidavit  of  ownership  and  loss  and  (2)  a  bond  of  indemnity  satisfac- 
tority  to  the  company  and  conditioned  to  protect  the  company  against 
all  loss  and  damage  which  may  occur  in  consequence  of  the  issue  of 
said  duplicate  certificate.    And  no  such  duplicate  shall  be  issued  until 

after  publication  once  a  week  for weeks,  at  the  expense  of  the 

applicant,  of  a  notice  of  the  application  therefor  in  some  newspaper 
of  general  circulation  designated  by  the  president,  published  in  the 
city  of  the  applicant's  residence. 


380  CORPORATION    FORMS. 

Article  V — Miscellaneous. 

Section  1.    The  seal  of  the  company  shall  be  circular  in  form  with 

the  words  " "  on  the  circumference,  and  the  words  "SEAL 

"  in  the  center. 

Sec.  2.  The  fiscal  or  business  year  of  the  company  shall  begin  on  the 
first  day  of and  end  on  the day  of following. 

Sec.  3.  Dividends  shall  be  declared  annualhy,  or  more  frequently 
if  the  board  shall  so  direct,  from  the  surplus  or  net  profits  arising  from 
the  business  of  this  corporation. 

Sec.  4.  These  by-laws  may  be  amended  at  any  directors'"  meeting  by 
vote  of  two-thirds  of  the  whole  board  of  directors.  They  may  also  be 
amended  at  any  stockholders'  meeting  by  a  vote  of  stockholders  owning 

not  less  than per  cent  of  the  entire  capital  stock  issued.    A  copy 

of  such  amended  by-laws  shall  be  sent  to  each  stockholder  within  thirty 
days  after  their  adoption. 

FORM  591. 

By-Laws  of  the Company. 

Article  I — Meeting  of  Stockholders. 
Section  1.    The  annual  meeting  of  the  stockholders  of  this  company 
shall  be  held  at  the  office  of  the  corporation,  in  the of , 


on  the  first  Monday  in  January  of  each  and  every  year,  at  10  o'clock 
a.  m.  for  the  election  of  directors  and  such  other  business  as  may  prop- 
erly come  before  said  meeting.  Notice  of  the  time,  place  and  object  of 
such  meeting  shall  be  given  by  publication  thereof,  at  least  once  in 
each  week  for  two  successive  weeks  immediately  preceding  such  meet- 
ing, in  the  manner  required  by  the  laws  of  the  state,  and  by  serving 

personally  or  by  mailing,  at  least days  previous  to  such  meeting, 

postage  prepaid,  a  copy  of  such  notice,  addressed  to  each  stockholder  at 
his  residence  or  place  of  business,  as  the  same  shall  appear  on  the  books 
of  the  corporation.  No  business  other  than  that  stated  in  such  notice, 
shall  be  transacted  at  such  meeting  without  the  unanimous  consent  of 
all  the  stockholders  present  thereat,  in  person  or  by  proxy. 

Sec.  2.  Special  meetings  of  stockholders,  other  than  those  regulated 
by  statute,  may  be  called  at  any  time  by  a  majority  of  the  directors. 
It  shall  also  be  the  duty  of  the  president  to  call  such  meetings  whenever 

requested  in  writing,  so  to  do,  by  stockholders  owning of  the 

capital  stock.  A  notice  of  every  special  meeting,  stating  the  time,  place 
and  object  thereof,  shall  be  given  by  mailing,  postage  prepaid,  at  least 

days  before  such  meeting,  a  copy  of  such  notice  addressed  to 

each  stockholder  at  his  postoffice  address  as  the  same  appears  on  the 
books  of  the  corporation. 


stockholders'  meeting.  381 

Sec.  3.    At  all  meetings  of  stockholders,  there  shall  be  present,  either 

in  person  or  by  proxy,  stockholders  owning of  the  capital  stock 

of  the  corporation  in  order  to  constitute  a  quorum,  except  at  special 
elections  of  directors  pursuant  to  the  laws  of  the  state  governing  cor- 
porations. 

Sec.  4.  At  all  annual  meetings  of  stockholders  the  right  of  any 
stockholder  to  vote  shall  be  governed  and  determined  as  prescribed  m 
the  laws  of  the  state  governing  corporations. 

Sec.  5.  If,  for  any  reason,  the  annual  meeting  of  stockholders  shall 
not  be  held  as  thereinbefore  provided,  such  annual  meeting  shall  be 
called  and  conducted  as  prescribed  in  the  laws  of  the  state  governing 
corporations. 

Sec.  6.    At  all meetings  of  stockholders,  only  such  persons 

shall  be  entitled  to  vote  in  person  and  by  proxy  who  appear  as  stock- 
holders upon  the  transfer  books  of  the  corporation  for  days 

immediately  preceding  such  meeting. 

Sec.  7.  At  the  annual  meetings  of  stockholders  the  following  shall 
be  the  order  of  business,  viz : 

1.  Calling  the  roll. 

2.  Eeading,  notice  and  proof. 

3.  Eeport  of  officers. 

4.  Report  of  committee. 

5.  Unfinished  business. 

6.  New  business. 

7.  Election  of  directors. 

8.  Miscellaneous  business. 

Sec.  8.  At  all  meetings  of  stockholders  all  questions,  except  the 
question  of  an  amendment  to  the  by-laws,  and  the  election  of  directors 
and  inspectors  of  election,  and  all  such  other  questions,  the  manner 
deciding  which  is  specially  regulated  by  statute,  shall  be  determined  by 
a  majority  vote  of  the  stockholders  present  in  person  or  by  proxy ;  pro- 
vided, however,  that  any  qualified  voter  may  demand  a  stock  vote,  and 
in  that  case,  such  stock  vote  shall  immediately  be  taken,  and  each  stock- 
holder present,  in  person  or  by  proxy,  shall  be  entitled  to  one  vote  for 
each  share  of  stock  owned  by  him.  All  voting  shall  be  viva  voce,  except 
that  a  stock  vote  shall  be  by  ballot,  each  of  which  shall  state  the  name  of 
the  stockholder  voting  and  the  number  of  shares  owned  by  him,  and  in 
addition,  if  such  ballot  be  cast  by  a  proxy,  it  shall  also  state  the  name 
of  such  proxy. 

Sec.  9.  At  special  meetings  of  stockholders,  the  provisions  of  the 
laws  of  the  state  governing  corporations  shall  apply  to  the  casting  of 
all  votes. 


382  CORPORATION   FORMS. 

Article  II — Directors. 

Section  1.  The  directors  of  this  corporation  shall  be  elected  by  bal- 
lot, for  the  term  of  one  year,  at  the  annual  meeting  of  stockholders, 
except  as  hereinafter  otherwise  provided  for  filling  vacancies.  The 
directors  shall  be  chosen  by  a  plurality  of  the  votes  of  the  stockholders, 
voting  either  in  person  or  by  proxy,  at  such  annual  election  as  provided 
by  the  laws  of  the  state  governing  corporations. 

Sec.  2.  Vacancies  in  the  board  of  directors,  occurring  during  the 
year  shall  be  filled  for  the  unexpired  term,  by  a  majority  vote  of  the 
remaining  directors  at  any  special  meeting  called  for  that  purpose,  or 
at  any  regular  meeting  of  the  board. 

Sec.  3.  In  case  the  entire  board  of  directors  shall  die  or  resign,  any 
stockholder  may  call  a  special  meeting  in  the  same  manner  that  the 
president  may  call  such  meetings,  and  directors  for  the  unexpired  term 
may  be  elected  at  such  special  meeting  in  the  manner  provided  for  their 
election  at  annual  meetings. 

Sec.  4.  The  board  of  directors  may  adopt  such  rules  and  regulations 
for  the  conduct  of  their  meetings  and  management  of  the  affairs  of  the 
corporation  as  they  may  deem  proper,  not  inconsistent  with  the  laws  of 
the  state  of ■,  or  these  by-laws. 

Sec.  5.  The  board  of  directors  shall  meet  on  the  first  Monday  of 
every  month,  and  whenever  called  together  by  the  president  upon  due 
notice  given  to  each  director.  On  the  written  request  of  any  director, 
the  secretary  shall  call  a  special  meeting  of  the  board. 

Sec.  6.    All  committees  shall  be  appointed  by  the  board  of  directors. 

Article  III — Officers. 

Section  1.  The  board  of  directors,  immediately  after  the  annual 
meeting,  shall  choose  one  of  their  number  by  a  majority  vote  to  be 
president,  and  they  shall  also  appoint  a  vice-president,  secretary  and 
treasurer.  Each  of  such  officers  shall  serve  for  the  term  of  one  year,  or 
until  the  next  annual  election. 

Sec.  2.  The  president  shall  preside  at  all  meetings  of  the  board  of 
directors,  and  shall  act  as  temporary  chairman  at,  and  call  to  order  all 
meetings  of  the  stockholders.  He  shall  sign  certificates  of  stock,  sign 
and  execute  all  contracts  in  the  name  of  the  company,  when  authorized 
so  to  do  by  the  board  of  directors;  countersign  all  checks  drawn  by 
the  treasurer;  appoint  and  discharge  agents  and  employes,  subject  to 
the  approval  of  the  board  of  directors,  and  he  shall  have  the  general 
management  of  the  affairs  of  the  corporation  and  perform  all  the  duties 
incidental  to  his  office. 

Sec.  3.  The  vice-president  shall,  in  the  absence  or  incapacity  of  the 
president,  perform  the  duties  of  that  officer. 


stockholders'  meeting.  383 

Sec.  4.  The  treasurer  shall  have  the  care  and  custody  of  all  the 
funds  and  securities  of  the  corporation,  and  deposit  the  same  in  the 
name  of  the  corporation,  in  such  bank  or  banks  as  the  directors  may 
elect ;  he  shall  sign  all  checks,  drafts,  notes  and  orders  for  the  payment 
of  money,  which  shall  be  countersigned  by  the  president,  and  he  shall 
pay  out  and  dispose  of  the  same  under  the  direction  of  the  president ; 
he  shall  at  all  reasonable  times  exhibit  his  books  and  accounts  to  any 
director  or  stockholder  of  the  company  upon  application  at  the  office  of 
the  company  during  business  hours;  he  shall  sign  all  certificates  of 
stock  signed  by  the  president;  he  shall  give  such  bonds  for  the  faithful 
performance  of  his  duties  as  the  board  of  directors  may  determine. 

Sec.  5.  The  secretary  shall  keep  the  minutes  of  the  board  of  di- 
rectors, and  also  the  minutes  of  the  meetings  of  stockholders ;  he  shall 
attend  to  the  giving  and  serving  of  all  notices  of  the  company,  and 
shall  affix  the  seal  of  the  company  to  all  certificates  of  stock,  when 
signed  by  the  president  and  treasurer;  he  shall  have  charge  of  the 
certificate  book  and  such  other  books  and  papers  as  the  board  may  di- 
rect ;  he  shall  attend  to  such  correspondence  as  may  be  assigned  to  him, 
and  perform  all  the  duties  incidental  to  his  office.  He  shall  also  keep  a 
stock-book,  containing  the  names,  alphabetically  arranged,  of  all  per- 
sons who  are  stockholders  of  the  corporation,  showing  their  places  of 
residence,  the  number  of  shares  of  stock  held  by  them  respectively,  the 
time  when  they  respectively  became  the  owners  thereof,  and  the  amount 
paid  thereon,  and  such  book  shall  be  open  for  inspection  as  prescribed 
by  the  laws  of  the  state  governing  corporations. 

Article  IV.  Capital  Stock. 

Section  1.  Subscriptions  to  the  capital  stock  must  be  paid  to  the 
treasurer  at  such  time  or  times,  and  in  such  instalments,  as  the  board  of 
directors  may  by  resolution  require.  Any  failure  to  pay  an  instalment 
when  required  to  be  paid  by  the  board  of  directors  shall  work  a  for- 
feiture of  such  shares  of  stock  in  arrears,  pursuant  to  the  laws  of  the 
state  governing  corporations. 

Sec.  2.  Certificates  of  stock  shall  be  numbered  and  registered  in  the 
order  they  are  issued,  and  shall  be  signed  by  the  president  or  vice- 
president  and  by  the  secretary  and  treasurer,  and  the  seal  of  the  corpo- 
ration shall  be  affixed  thereto.  All  certificates  shall  be  bound  in  a  book, 
and  shall  be  issued  in  consecutive  order  therefrom,  and  in  the  margin 
thereof  shall  be  entered  the  name  of  the  person  owning  the  shares 
therein  represented,  the  number  of  shares,  and  the  date  thereof.  All 
certificates  exchanged  or  returned  to  the  corporation  shall  be  marked 
cancelled,  with  the  date  of  cancellation,  by  the  secretary,  and  shall  be 


384  CORPORATION    FORMS. 

immediately  pasted  in  the  certificate  book,  opposite  the  memorandum 
of  its  issue. 

Sec.  3.  Transfers  of  shares  shall  only  be  made  upon  the  books  of 
the  corporation  by  the  holder  in  person  or  by  power  of  attorney  duly 
executed  and  acknowledged  and  filed  with  the  secretary  of  the  corpo- 
ration, and  on  the  surrender  of  the  certificate  or  certificates  of  such 
shares. 

Sec.  4.  Whenever  the  capital  stock  of  the  corporation  is  increased, 
each  bona  fide  owner  of  its  stock  shall  be  entitled  to  purchase  at  par 
value  thereof,  an  amount  of  stock  in  proportion  to  the  number  of  shares 
of  stock  he  owns  in  the  corporation  at  the  time  of  such  increase. 

Article  V.  Dividends. 
Section  1.    Dividends  shall  be  declared  and  paid  out  of  the  surplus 
profits  of  the  corporation  as  often  and  at  such  times  as  the  board  of 
directors  may  determine,  and  in  accordance  with  the  laws  of  the  state 
governing  corporations. 

Article  VI.  Inspectors. 

Section  1.  Two  inspectors  of  election  shall  be  elected  at  each  annual 
meeting  of  stockholders  to  serve  for  one  year,  and  if  any  inspector 
shall  refuse  to  serve  or  shall  not  be  present,  the  meeting  may  appoint  an 
inspector  in  his  place. 

Article  VII.   Seal. 

Section  1.  The  seal  of  the  corporation  shall  be  in  the  form  of  a 
circle,  and  shall  bear  the  name  of  the  corporation  and  the  year  of  its 
incorporation. 

Article  VIII.  Amendments. 

Section  1.  These  by-laws  may  be  amended  at  any  stockholders'  meet- 
ing by  a  vote  of  the  stockholders  owning  a  majority  of  the  stock,  repre- 
sented either  in  person  or  by  proxy,  provided  the  proposed  amendment 
is  inserted  in  the  notice  of  such  meeting.  A  copy  of  such  amended 
by-law  shall  be  sent  to  each  stockholder  within  ten  days  after  the  adop- 
tion of  the  same. 

By-laws  are  not  required  to  be  filed  in  any  public  office.  After 
adoption  they  should  be  entered  in  the  book  of  minutes  of  the  corpora- 
tion. 

Article  IX.  Waiver  of  Notice. 

Section  1.  Whenever  under  the  provisions  of  these  by-laws  or  of  any 
of  the  corporate  laws  the  stockholders  or  directors  are  authorized  to 
hold  any  meeting  after  notice  or  after  the  lapse  of  any  prescribed  period 
of  time,  such  meeting  may  be  held  without  notice  and  without  such 


stockholders'  meeting.  385 

lapse  of  time  by  a  written  waiver  of  such  notice  signed  by  every  person 
entitled  to  notice. 

POEM  592. 
By-Laws  of  United  States  Steel  Corporation. 
Article  1.  Stockholders. 
Section  1.  Annual  Meeting. — The  annual  meeting  of  the  stockhold- 
ers of  the  company  shall  be  held  annually  at  the  principal  office  of  the 
company  in  the  state  of  New  Jersey,  at  twelve  o'clock  noon,  on  the  third 
Monday  of  April  in  each  year,  if  not  a  legal  holiday,  and  if  a  legal 
holiday  then  on  the  next  succeeding  Monday  not  a  legal  holiday,  for 
the  purpose  of  electing  directors,  and  for  the  transaction  of  such  other 
business  as  may  be  brought  before  the  meeting;  and  the  terms  of  office 
of  the  directors  of  the  several  classes  shall  continue  until  the  election 
of  their  successors  at  such  meeting  as  provided  in  Art.  2  hereof.  It 
shall  be  the  duty  of  the  secretary  to  cause  notice  of  each  annual  meeting 
to  be  published  once  in  each  of  the  four  calendar  weeks  next  preceding 
the  meeting  in  at  least  one  newspaper  in  each  of  the  following  places : 
Jersey  City.  X.  J.,  New  York,  X.  Y.,  Chicago,  111.,  and  Pittsburg,  Pa. 
Nevertheless,  a  failure  to  publish  such  notice,  or  any  irregularity  in 
such  notice,  or  in  the  publication  thereof,  shall  not  affect  the  validity 
of  any  annual  meeting,  or  of  any  proceedings  at  such  meeting. 

Sec.  2.  Special  Meetings.— Special  meetings  of  the  stockholders  may 
be  held  at  the  principal  office  of  the  company  in  the  state  of  New  Jersey, 
whenever  called  in  writing  or  by  vote,  by  a  majority  of  the  board  of 
directors.  Notice  of  each  special  meeting,  indicating  briefly  the  object 
or  objects  thereof,  shall  by  the  secretary  be  published  once  in  each  of 
the  four  calendar  weeks  next  preceding  the  meeting,  in  at  least  one 
newspaper  in  each  of  the  following  places:  Jersey  City,  N.  J.,  New 
York,  N.  Y.,  Chicago,  111.,  and  Pittsburg,  Pa.  Nevertheless  if  all 
stockholders  shall  waive  notice  of  a  special  meeting,  no  notice  of  such 
meeting  shall  be  required ;  and  whenever  all  the  stockholders  shall  meet 
in  person  or  by  proxy,  such  meeting  shall  be  valid  for  all  purposes 
without  call  or  notice,  and  at  such  meetings  any  corporate  action  may 
be  taken. 

Sec.  3.  Quorum.— At  any  meeting  of  the  stockholders  the  holders  of 
one-third  of  all  the  shares  of  the  capital  stock  of  the  company,  present 
in  person  or  represented  by  proxy,  shall  constitute  a  quorum  of  the 
stockholders  for  all  purposes,  unless  the  representation  of  a  larger 
number  shall  be  required  by  law,  and,  in  that  case,  the  representation 
of  the  number  so  required,  shall  constitute  a  quorum. 
25— Thomp.  Corp.  VII. 


386  CORPORATION    FORMS. 

If  the  holders  of  the  amount  of  stock  necessary  to  constitute  a 
quorum  shall  fail  to  attend  in  person  or  by  proxy  at  the  time  and  place 
fixed  by  these  by-laws  for  an  annual  meeting,  or  fixed  by  notice  as 
above  provided  for  a  special  meeting  called  by  the  directors,  a  majority 
in  interest  of  the  stockholders  present  in  person  or  by  proxy,  may 
adjourn,  from  time  to  time,  without  notice  other  than  by  announce- 
ment at  the  meeting,  until  holders  of  the  amount  of  stock  requisite  to 
constitute  a  quorum  shall  attend.  At  any  such  adjourned  meeting  at 
which  a  quorum  shall  be  present,  any  business  may  be  transacted  which 
might  have  been  transacted  at  the  meeting  as  originally  notified. 

Sec.  4.  Organization. — The  chairman  of  the  board,  and  in  his 
absence,  the  chairman  of  the  finance  committee,  and  in  the  absence  of 
both,  the  president,  shall  call  meetings  of  the  stockholders  to  order,  and 
shall  act  as  chairman  of  such  meetings.  The  board  of  directors  may 
appoint  any  stockholder  to  act  as  chairman  of  the  board  and  of  the 
chairman  of  the  finance  committee  and  of  the  president.  The  secretary 
of  the  company  shall  act  as  secretary  at  all  meetings  of  the  stockhold- 
ers ;  but  in  the  absence  of  the  secretary  at  any  meeting  of  the  stock- 
holders the  presiding  officer  may  appoint  any  person  to  act  as  secretary 
of  the  meeting. 

Sec.  5.  Voting. — At  each  meeting  of  the  stockholders,  every  stock- 
holder shall  be  entitled  to  vote  in  person,  or  by  proxy  appointed  by 
instrument  in  writing,  subscribed  by  such  stockholder  or  by  his  duly 
authorized  attorney,  and  delivered  to  the  inspectors  at  the  meeting; 
and  he  shall  have  one  vote  for  each  share  of  stock  standing  registered  in 
his  name  at  the  time  of  the  closing  of  the  transfer  books  for  said  meet- 
ing. The  votes  for  directors,  and,  upon  demand  of  any  stockholder,  the 
votes  upon  any  question  before  the  meeting,  shall  be  by  ballot. 

At  each  meeting  of  the  stockholders,  a  full,  true  and  complete  list  in 
alphabetical  order,  of  all  the  stockholders  entitled  to  vote  at  such  meet- 
ing, and  indicating  the  number  of  shares  held  by  each,  certified  by  the 
secretary  or  by  the  treasurer,  shall  be  furnished.  Only  the  persons  in 
whose  names  shares  of  stock  stand  on  the  books  of  the  company  at  the 
time  of  the  closing  of  the  transfer  books  for  such  meeting,  as  evidenced 
by  the  list  of  stockholders  so  furnished,  shall  be  entitled  to  vote  in  per- 
son or  by  proxy  on  the  shares  so  standing  in  their  names. 

Prior  to  any  meeting,  but  subsequent  to  the  time  of  closing  the  trans- 
fer books  for  such  meeting,  any  proxy  may  submit  his  powers  of  at- 
torney to  the  secretary,  or  to  the  treasurer,  for  examination.  The  cer- 
tificate of  the  secretary,  or  of  the  treasurer  as  to  the  regularity  of  such 
powers  of  attorney,  and  as  to  the  number  of  shares  who  severally  and 
respectively  executed  such  powers  of  attorney,  shall  be  received  as 


stockholders'  meeting.  387 

prima  facie  evidence  of  the  number  of  shares  represented  by  the  holder 
of  such  powers  of  attorney  for  the  purpose  of  establishing  the  presence 
of  a  quorum  at  such  meeting  and  of  organizing  the  same,  and  for  all 
other  purposes. 

Sec.  6.  Inspectors.— At  each  meeting  of  the  stockholders,  the  polls 
shall  be  opened  and  closed,  the  proxies  and  ballots  shall  be  received 
and  be  taken  in  charge,  and  all  questions  touching  the  qualification  of 
voters  and  the  validity  of  proxies  and  the  acceptance  or  rejection  of 
votes,  shall  be  decided  by  three  inspectors.  Such  inspectors  shall  be 
appointed  by  the  board  of  directors  before  or  at  the  meeting,  or,  if  no 
such  appointment  shall  have  been  made,  then  by  the  presiding  officer  at 
the  meeting.  If  for  any  reason  any  of  the  inspectors  previously  ap- 
pointed shall  fail  to  attend  or  refuse  or  be  unable  to  serve,  inspectors 
in  place  of  any  so  failing  to  attend  or  refusing  or  unable  to  attend,  shall 
be  appointed  in  like  manner. 

Article  II — Board  of  Directors. 
Section  1.  Number,  Classification  and  Term  of  Office.— The  busi- 
ness and  property  of  the  company  shall  be  managed  and  controlled  by 
the  board  of  directors.  As  provided  in  the  certificate  of  incorporation, 
the  directors  shall  be  classified  in  respect  of  the  time  for  which  they 
shall  severally  hold  office,  by  dividing  them  into  three  classes,  each  class 
consisting  of  one-third  of  the  whole  number  of  the  board  of  directors. 
The  directors  of  the  first  class  shall  be  elected  for  a  term  of  one  year ; 
the  directors  of  the  second  class  shall  be  elected  for  a  term  of  two  years, 
and  the  directors  of  the  third  class  shall  be  elected  for  a  term  of  three 
years.  At  each  annual  election,  the  successors  to  the  directors  of  the 
class  whose  term  shall  expire  in  that  year  shall  be  elected  to  hold  office 
for  the  term  of  three  years,  so  that  the  term  of  office  of  one  class  of 
directors  shall  expire  in  each  year. 

The  number  of  directors  shall  be  twenty-four,  but  the  number  of 
directors  may  be  altered  from  time  to  time  by  the  alteration  of  these 
by-laws. 

In  case  of  any  increase  of  the  number  of  directors,  the  additional 
directors  shall  be  elected  by  the  directors  then  in  office ;  one-third  of 
such  additional  directors  for  the  unexpired  portion  of  the  term  of  one 
year;  one-third  for  the  unexpired  portion  of  the  term  of  two  years, 
and  one-third  for  the  unexpired  portion  of  the  term  of  three  years,  so 
that  each  class  of  directors  shall  be  increased  equally. 

Every  director  shall  be  a  holder  of  at  least  one  share  of  the  capital 
stock  of  the  company.  Each  director  shall  serve  for  the  term  for  which 
he  shall  have  been  elected,  and  until  his  successor  shall  have  been  duly 
chosen. 


388  CORPORATION   FORMS. 

At  all  elections  of  the  directors,  the  polls  shall  remain  open  for  at 
least  one  hour,  unless  every  registered  owner  of  shares  has  sooner  voted 
in  person  or  by  proxy,  or  in  writing  has  waived  the  statutory  provision. 

Sec.  2.  Vacancies. — In  case  of  any  vacancy  in  the  directors  of  any 
class  through  death,  resignation,  disqualification  or  other  cause,  the 
remaining  directors,  by  affirmative  vote  of  a  majority  thereof,  may  elect 
a  successor  to  hold  office  for  the  unexpired  portion  of  the  term  of  the 
director  whose  place  shall  be  vacant,  and  until  the  election  of  his  suc- 
cessor. 

Such  vacancy  shall  be  filled  upon  and  after  nominations  therefor 
shall  have  been  made  by  the  finance  committee. 

Sec.  3.  Place  of  Meeting,  etc. — The  directors  may  hold  their  meet- 
ings, and  may  have  an  office  and  keep  the  books  of  the  company  (except 
as  otherwise  may  be  provided  for  by  law)  in  such  place  or  places  in  the 
state  of  New  Jersey  or  outside  of  the  state  of  New  Jersey,  as  the  board 
from  time  to  time  may  determine. 

Sec.  4.  Eegular  Meetings. — Regular  meetings  of  the  board  of  di- 
rectors shall  be  held  monthly  on  the  last  Tuesday  of  each  month,  if  not 
a  legal  holiday,  and  if  a  legal  holiday,  then  on  the  next  succeeding 
Tuesday  not  a  legal  holiday.  No  notice  shall  be  required  for  any  such 
regular  monthly  meeting  of  the  board. 

Sec.  5.  Special  Meetings. — Special  meetings  of  the  board  of  di- 
rectors shall  be  held  whenever  called  by  direction  of  the  chairman  of 
the  board,  or  the  chairman  of  the  finance  committee,  or  the  president, 
or  of  one-third  of  the  directors  for  the  time  being  in  office. 

The  secretary  shall  give  notice  of  each  special  meeting  by  mailing 
the  same  at  least  two  days  before  the  meeting,  or  by  telegraphing  the 
same  at  least  one  day  before  the  meeting,  to  each  director;  but  such 
notice  may  be  waived  by  any  director.  Unless  otherwise  indicated  in 
the  notice  thereof,  any  and  all  business  may  be  transacted  at  a  special 
meeting.  At  any  meeting  at  which  every  director  shall  be  present,  even 
though  without  any  notice,  any  business  may  be  transacted. 

Sec.  6.  Quorum. — A  majority  of  the  board  of  directors  shall  con- 
stitute a  quorum  for  the  transaction  of  business ;  but  if  at  any  meeting 
of  the  board  there  be  less  than  a  quorum  present,  a  majority  of  those 
present  may  adjourn  the  meeting  from  time  to  time. 

The  affirmative  vote  of  at  least  two-fifths  of  all  the  directors  for  the 
time  being  in  office  shall  be  necessary  for  the  passage  of  any  resolution. 

Sec.  8.  Order  of  Business. — At  meetings  of  the  board  of  directors 
business  shall  be  transacted  in  such  order  as,  from  time  to  time,  the 
board  may  determine  by  resolution.  At  all  meetings  of  the  board  of 
directors,  the  chairman  of  the  board,  or  in  his  absence  the  chairman  of 


stockholders'  meeting.  389 

the  finance  committee,  or,  in  the  absence  of  both  of  these  officers,  the 
president,  shall  preside. 

Sec.  9.  Contracts.— Inasmuch  as  the  directors  of  this  company  are 
men  of  large  and  diversified  business  interests,  and  are  likely  to  be 
connected  with  other  corporations  with  which  from  time  to  time  this 
company  must  have  business  dealings,  no  contracts  or  other  transac- 
tions between  this  company  and  any  other  corporation  shall  be  affected 
by  the  fact  that  directors  of  this  company  are  interested  in,  or  are 
directors  or  officers  of  such  other  corporation,  if,  at  the  meeting  of  the 
board,  or  of  the  committee  of  this  company,  making,  authorizing  or 
confirming  such  contract  or  transaction,  there  shall  be  present  a  quorum 
of  directors  not  so  interested;  and  any  director  individually  may  be  a 
party  to,  or  may  be  interested  in  any  contract  or  transaction  of  this 
company,  provided  that  such  contract  or  transaction  shall  be  approved 
or  be  ratified  by  the  affirmative  vote  of  at  least  ten  directors  not  so 

interested. 

The  board  of  directors  in  its  discretion  may  submit  any  contract  or 
act  for  approval  or  ratification  at  any  annual  meeting  of  the  stock- 
holders, or  at  any  meeting  of  the  stockholders  called  for  the  purpose  of 
considering  any  such  act  or  contract ;  and  any  contract  or  act  that  shall 
be  approved  or  be  ratified  by  the  vote  of  the  holders  of  a  majority  of 
the  capital  stock  of  the  company  which  is  represented  in  person  or  by 
proxy  at  such  meeting  (provided  that  a  lawful  quorum  of  stockholders 
be  there  represented  in  person  or  by  proxy)  shall  be  as  valid  and  as 
binding  upon  the  corporation  and  upon  all  the  stockholders  as  though 
it  had  been  approved  or  ratified  by  every  stockholder  of  the  corporation. 
Sec.  10.  Compensation  of  Directors.— For  his  attendance  at  any 
meeting  of  the  board  of  directors,  or  of  any  committee,  every  director 
shall  receive  an  allowance  of  $20  for  attendance  at  each  meeting. 

Sec.  11.  Election  of  Officers  and  Committees.— At  the  first  regular 
meeting  of  the  board  of  directors  in  each  year  (at  which  a  quorum  shall 
be  present)  held  next  after  the  annual  meeting,  the  board  of  directors 
shall  proceed  to  the  election  of  the  executive  officers  of  the  company, 
and  of  the  finance  committee  to  be  elected  by  the  board  of  directors 
under  the  provisions  of  Art.  3  and  Art.  4  of  the  by-laws. 
Article  III — Finance  Committee. 
Section  1.  The  board  of  directors  shall  elect  from  the  directors  a 
finance  committee,  and  shall  designate  for  such  committee  a  chairman, 
who  shall  continue  to  be  a  chairman  of  the  committee  during  the 
pleasure  of  the  board  of  directors. 

The  board  of  directors  shall  fill  vacancies  in  the  finance  committee 
by  election  from  the  directors;  and  at  all  times  it  shall  be  the  duty  of 


390  CORPORATION    FORMS. 

the  board  of  directors  to  keep  the  membership  of  such  committee  full, 
with  due  regard  to  the  qualifications  for  such  membership  indicated  in 
this  article  of  the  by-laws. 

All  action  by  the  finance  committee  shall  be  reported  to  the  board 
of  directors  at  its  meeting  next  succeeding  such  action,  and  shall  be 
subject  to  revision  or  alteration  by  the  board  of  directors;  provided 
that  no  rights  or  acts  of  third  parties  shall  be  affected  by  any  such  re- 
vision or  alteration. 

The  finance  committee  shall  fix  its  own  rules  of  proceeding,  and  shall 
meet  where  and  as  provided  by  such  rules,  or  by  resolution  of  the  board 
of  directors,  but  in  every  case  the  presence  of  at  least  four  members 
shall  be  necessary  to  constitute  a  quorum. 

In  every  case  the  affirmative  vote  of  a  majority  of  all  the  members 
of  the  committee  present  at  the  meeting,  shall  be  necessary  to  its  adop- 
tion of  any  resolution. 

Sec.  2.  The  finance  committee  shall  consist  of  seven  members,  beside 
the  chairman  of  the  board  and  the  president,  each  of  whom,  by  virtue 
of  his  office,  shall  be  a  member  of  the  finance  committee.  So  far  as 
practicable  each  of  the  seven  elected  members  of  the  finance  committee 
shall  be  a  person  of  experience  in  matters  of  finance.  Unless  otherwise 
ordered  by  the  board  of  directors,  each  elected  member  of  the  finance 
committee  shall  continue  to  be  a  member  thereof  until  the  expiration  of 
his  term  of  office  as  a  director. 

The  finance  committee  shall  have  special  charge  and  control  of  all 
financial  affairs  of  the  company.  The  general  counsel,  the  treasurer, 
the  comptroller  and  the  secretary,  and  their  respective  offices,  shall  be 
under  the  direct  control  and  supervision  of  the  finance  committee. 

During  the  intervals  between  the  meetings  of  the  board  of  directors, 
the  finance  committee  shall  possess,  and  may  exercise,  all  the  powers  of 
the  board  of  directors  in  the  management  of  all  the  affairs  of  the  com- 
pany, including  its  purchases  of  property,  and  the  execution  of  legal 
instruments  with  or  without  the  corporate  seal  in  such  manner  as  said 
committee  shall  deem  to  be  best  for  the  interests  of  the  company,  in  all 
cases  in  which  specific  directions  shall  not  have  been  given  by  the  board 
of  directors. 

During  the  intervals  between  the  meetings  of  the  finance  committee, 
and  subject  to  its  review,  the  chairman  of  the  board  and  the  chairman 
of  the  finance  committee  together  shall  possess,  and  may  exercise  any 
of  the  powers  of  the  committee,  except  as  from  time  to  time  shall  be 
otherwise  provided  by  resolution  of  the  board  of  directors. 

Except  as  otherwise  provided  by  the  by-laws  or  by  resolution  of  the 
board  of  directors,  all  salaries  and  compensations  paid  or  payable  by  the 
company  shall  be  fixed  by  the  finance  committee. 


stockholders'  meeting.  391 

No  director  not  an  executive  officer  shall  become  a  salaried  employe 
of  the  company  except  by  special  vote  of  the  finance  committee. 

Article  IV — Advisory  Committee. 
The  board  of  directors  shall  elect  from  the  directors  an  advisory 
committee.  The  committee  shall  consist  of  three  members,  besides  the 
president  of  the  corporation,  who  by  virtue  of  his  office  shall  be  a  mem- 
ber and  chairman  of  the  committee.  This  committee,  from  time  to 
time,  shall  consider  and  make  recommendations  concerning  such  ques- 
tions relating  to  manufacturing,  transportation  or  operation  as  may  be 
submitted  to  the  committee  by  the  president. 

Article  V — Officers. 

Section  1.  Officers.— The  executive  officers  of  the  company  shall  be 
a  chairman  of  the  board  of  directors,  a  president,  a  vice-president,  or 
more  than  one  vice-president,  a  general  counsel,  a  treasurer,  a  secretary 
and  a  comptroller,  all  of  whom  shall  be  elected  by  the  board  of  directors. 

The  board  of  directors  may  appoint  such  other  officers  as  they  shall 
deem  necessary,  who  shall  have  such  authority  and  shall  perform  such 
duties  as  from  time  to  time  may  be  prescribed  by  the  board  of  directors. 

The  powers  and  duties  of  the  treasurer  and  secretary  may  be  exer- 
cised and  performed  by  the  same  person. 

In  its  discretion,  the  board  of  directors  by  a  vote  of  a  majority 
thereof  may  leave  unfilled  for  any  such  period  as  it  may  fix  by  resolu- 
tion, any  offices  except  those  of  president,  treasurer,  secretary  and 
comptroller. 

All  officers  and  agents  shall  be  subject  to  removal  at  any  time  by  the 
affirmative  vote  of  a  majority  of  the  whole  board  of  directors.  All 
officers,  agents  and  employes,  other  than  officers  appointed  by  the  board 
of  directors,  shall  hold  office  at  the  discretion  of  the  committee  or  of 
the  officer  appointing  them. 

Each  of  the  salaried  officers  of  the  corporation  shall  devote  his  entire 
time,  skill  and  energy  to  the  business  of  the  corporation,  unless  the 
contrary  is  expressly  consented  to  by  the  board  of  directors  or  the 
finance  committee.  No  vacations  shall  be  taken  by  any  of  such  officers, 
except  by  consent  of  the  board  of  directors  or  finance  committee. 

The  finance  committee  shall  have  power  to  remove  all  officers,  agents 
and  employes  of  the  company,  except  officers  elected  or  appointed  by 
the  board  of  directors. 

Sec.  3.  Powers  and  Duties  of  the  Chairman  of  the  Board. — The 
chairman  of  the  board  of  directors  shall  preside  at  all  meetings  of  the 
stockholders  and  of  the  board  of  directors ;  a«id  by  virtue  of  his  office 
shall  be  a  member  of  the  finance  committee.    He  shall  have  supervision 


392  CORPORATION    FORMS. 

of  such  matters  as  may  be  designated  to  him  by  the  board  of  directors 
or  the  finance  committee. 

Sec.  4.  Powers  and  Duties  of  the  President. — In  the  absence  of  the 
chairman  of  the  board  and  the  chairman  of  the  finance  committee,  the 
president  shall  preside  at  all  meetings  of  the  stockholders  and  of  the 
board  of  directors.  By  virtue  of  his  office  he  shall  be  a  member  of  the 
finance  committee.  Subject  to  the  board  of  directors  and  the  finance 
committee,  he  shall  have  general  charge  of  the  business  of  the  corpo- 
ration relating  to  manufacturing,  mining  and  transportation  and  gen- 
eral operation.  He  shall  keep  the  board  of  directors  and  the  finance 
committee  fully  informed,  and  shall  freely  consult  them  concerning  the 
business  of  the  corporation  in  his  charge.  He  may  sign  and  execute  all 
authorized  bonds,  contracts,  checks  or  other  obligations  in  the  name  of 
the  corporation,  and  with  the  treasurer  or  assistant  treasurer  may  sign 
all  certificates  of  the  shares  in  the  capital  stock  of  the  corporation.  He 
shall  do  and  perform  such  other  duties  as  from  time  to  time  may  be 
assigned  to  him  by  the  board  of  directors. 

Sec.  5.  Vice-presidents. — The  board  of  directors  may  appoint  a  vice- 
president  or  more  than  one  vice-president.  Each  vice-president  shall 
have  such  powers,  and  shall  perform  such  duties,  as  may  be  assigned  to 
him  by  the  board  of  directors. 

Sec.  6.  The  General  Counsel. — The  general  counsel  shall  be  the 
chief  consulting  officer  of  the  company  in  all  legal  matters,  and  subject 
to  the  board  of  directors  and  the  finance  committee,  shall  have  general 
control  of  all  matters  of  legal  import  concerning  the  company. 

Sec.  7.  Powers  and  Duties  of  Treasurer. — The  treasurer  shall  have 
custody  of  all  the  funds  and  securities  of  the  company  which  may  have 
come  into  his  hands ;  when  necessary  or  proper  he  shall  endorse  on  be- 
half of  the  company,  for  collection,  checks,  notes  and  other  obligations, 
and  shall  deposit  the  same  to  the  credit  of  the  company  in  such  bank 
or  banks  or  depositary  as  the  board  of  directors  or  the  finance  com- 
mittee may  designate ;  he  shall  sign  all  receipts  and  vouchers  for  pay- 
ments made  to  the  company;  jointly  with  such  other  officers  as  may 
be  designated  by  the  finance  committee,  he  shall  sign  all  checks  made 
by  the  company,  and  shall  pay  out  and  dispose  of  the  same  under  the 
direction  of  the  board  or  of  the  finance  committee;  he  shall  sign  with 
the  president  or  such  other  person  or  persons  as  may  be  designated  for 
the  purpose  by  the  board  of  directors  or  the  finance  committee  all  bills 
of  exchange  and  promissory  notes  of  the  company ;  he  may  sign,  with 
the  president  or  vice-president,  all  certificates  of  shares  in  the  capital 
stock;  whenever  required  by  the  board  of  directors  or  by  the  finance 
committee,  he  shall  render  a  statement  of  his  cash  account;  he  shall 
enter  regularly,  in  books  of  the  company  to  be  kept  by  him  for  the 


stockholders'  meeting.  393 

purpose,  full  and  accurate  account  of  all  moneys  received  and  paid  by 
him  on  account  of  the  company;  he  shall,  at  all  reasonable  times,  ex- 
hibit his  books  and  accounts  to  any  director  of  the  company  upon  ap- 
plication at  the  office  of  the  company  during  business  hours;  and  he 
shall  perform  all  acts  incident  to  the  position  of  treasurer,  subject  to 
the  control  of  the  board  of  directors  or  of  the  finance  committee. 

He  shall  give  a  bond  for  the  faithful  discharge  of  his  duties  in  such 
sums  as  the  board  of  directors  or  the  finance  committee  may  require. 

Sec.  8.  Assistant  Treasurers. — The  board  of  directors  or  the  finance 
committee  may  appoint  an  assistant  treasurer  or  more  than  one  assist- 
ant treasurer.  Each  assistant  treasurer  shall  have  such  powers  and 
shall  perform  such  duties  as  may  be  assigned  to  him  by  the  board  of 
directors,  or  by  the  finance  committee. 

Sec.  9.  Powers  and  Duties  of  Secretary. — The  secretary  shall  keep 
the  minutes  of  all  meetings  of  the  board  of  directors,  and  the  minutes 
of  all  meetings  of  the  stockholders,  and  also  (unless  otherwise  directed 
by  the  finance  committee)  the  minutes  of  all  committees,  in  books  pro- 
vided for  that  purpose ;  he  shall  attend  to  the  giving  and  serving  of  all 
notices  of  the  company;  he  may  sign  with  the  president,  in  the  name 
of  the  company,  all  contracts  authorized  by  the  board  of  directors  or 
by  the  finance  committee,  and,  when  so  ordered  by  the  board  of  di- 
rectors or  by  the  finance  committee,  he  shall  affix  the  seal  of  the  com- 
pany thereto;  he  shall  have  charge  of  the  certificate  books,  transfer 
books  and  stock  ledgers,  and  such  other  books  and  papers  as  the  board 
of  directors  or  the  finance  committee  may  direct,  all  of  which  shall,  at 
all  reasonable  times  be  open  to  the  examination  of  any  director,  upon 
application  at  the  office  of  the  company  during  business  hours ;  and  he 
shall  in  general  perform  all  the  duties  incident  to  the  office  of  secretary, 
subject  to  the  control  of  the  board  of  directors  and  of  the  finance  com- 
mittee. The  offices  of  secretary  and  of  treasurer  may  be  held  by  one 
and  the  same  person. 

Sec.  10.  Assistant  Secretaries. — The  board  of  directors  or  the  finance 
committee  may  appoint  one  assistant  secretary  or  more  than  one  assist- 
ant secretary.  Each  assistant  secretary  shall  have  such  powers  and 
shall  perform  such  duties  as  may  be  assigned  to  him  by  the  board  of 
directors  or  by  the  finance  committee. 

Sec.  11.  Comptroller. — The  comptroller  shall  be  the  principal  officer 
in  charge  of  the  accounts  of  the  company,  and  shall  perform  such  duties 
as  from  time  to  time  may  be  assigned  to  him  by  the  board  of  directors 
or  the  finance  committee. 

Sec.  12.  Voting  upon  Stocks. — Unless  otherwise  ordered  by  the 
board  of  directors  or  by  the  finance  committee,  the  chairman  of  the 
board  or  the  chairman  of  the  finance  committee  shall  have  full  power 


394  CORPORATION   FORMS. 

and  authority  in  behalf  of  the  company  to  attend  and  to  act  and  to 
vote  at  any  meeting  of  stockholders  of  any  corporation  in  which  the 
company  may  hold  stock,  and  at  any  such  meeting  shall  possess  and 
may  exercise  any  and  all  the  rights  and  powers  incident  to  the  owner- 
ship of  such  stock,  and  which,  as  the  owner  thereof,  the  company  might 
have  possessed  and  exercised  if  present.  The  board  of  directors  or  the 
finance  committee,  by  resolution,  from  time  to  time,  may  confer  like 
powers  upon  any  other  person  or  persons. 

Article  VI— Capital  Stock— Seal. 

Section  1.  Certificates  of  Shares. — The  certificates  for  shares  of  the 
capital  stock  of  the  company  shall  be  in  such  form,  not  inconsistent 
with  the  certificate  of  incorporation,  as  shall  be  prepared  or  be  ap- 
proved by  the  board  of  directors.  The  certificate  shall  be  signed  by  the 
president  or  a  vice-president,  and  also  by  the  treasurer  or  an  assistant 
treasurer. 

All  certificates  shall  be  consecutively  numbered.  The  name  of  the 
person  owning  the  shares  represented  thereby,  with  the  number  of  such 
shares  and  the  date  of  issue,  shall  be  entered  on  the  company's  books. 

No  certificate  shall  be  valid  unless  it  is  signed  by  the  president  or  a 
vice-president,  and  by  the  treasurer  or  an  assistant  treasurer. 

All  certificates  surrendered  to  the  company  shall  be  cancelled,  and  no 
new  certificate  shall  be  issued  until  the  former  certificates  for  the  same 
number  of  shares  of  the  same  class  shall  have  been  surrendered  and 
cancelled. 

Sec.  2.  Transfer  of  Shares. — Shares  in  the  capital  stock  of  the  com- 
pany shall  be  transferred  only  on  the  books  of  the  company  by  the 
holder  thereof  in  person,  or  by  his  attorney,  upon  surrender  and  cancel- 
lation of  certificates  for  a  like  number  of  shares. 

Sec.  3.  Regulations. — The  board  of  directors  and  the  finance  com- 
mittee also,  shall  have  power  and  authority  to  make  all  such  rules  and 
regulations  as  respectively  they  may  deem  expedient,  concerning  the 
issue,  transfer  and  registration  of  certificates  for  shares  of  the  capital 
stock  of  the  company. 

The  board  of  directors  or  the  finance  committee  may  appoint  a  trans- 
fer agent  and  a  registrar  of  transfers,  and  may  require  all  stock  cer- 
tificates to  bear  the  signature  of  such  transfer  agent  and  of  such 
registrar  of  transfers. 

Sec.  4.  Closing  of  Transfer  Books. — The  stock  transfer  books  shall 
be  closed  for  the  meetings  of  the  stockholders,  and  for  the  payment  of 
dividends,  during  such  periods  as  from  time  to  time  may  be  fixed  by 
the  board  of  directors  or  by  the  finance  committee,  and  during  such 
periods  no  stock  shall  be  transferable. 


stockholders'  meeting.  395 

Sec.  5.  Dividends. — The  board  of  directors  may  declare  dividends 
from  the  surplus  or  net  profits  of  the  company. 

The  dates  for  the  declaration  of  dividends  upon  the  preferred  stock 
and  upon  the  common  stock  of  the  company  shall  be  the  clays  by  these 
by-laws  fixed  for  the  regular  monthly  meetings  of  the  board  of  directors 
in  the  months  of  April,  July,  October  and  January  in  each  year,  on 
which  days  the  board  of  directors,  in  its  discretion,  shall  declare  what, 
if  any,  dividends  shall  be  declared  upon  the  preferred  stock  and  the 
common  stock,  or  either  of  such  stocks. 

The  dividends  upon  the  preferred  stock,  if  declared  severally  and  re- 
spectively shall  be  payable  quarterly  upon  the  thirtieth  day  of  May, 
of  August,  of  November  and  the  last  day  of  February  in  each  year. 

If  the  date  herein  appointed  for  the  payment  of  any  dividend  shall 
in  any  year  fall  upon  a  legal  holiday,  then  the  dividend  payable  on 
such  date  shall  be  paid  on  the  next  day  not  a  legal  holiday. 

Sec.  6.  Working  Capital. — The  directors  shall  not  be  required  in 
January  in  each  year,  after  reserving  over  and  above  its  capital  stock 
paid  in,  as  a  working  capital  for  said  corporation,  such  sum,  if  any, 
as  shall  have  been  fixed  by  the  stockholders,  to  declare  a  dividend 
among  its  stockholders  of  the  whole  of  its  accumulated  profits  exceed- 
ing the  amount  so  reserved,  and  pay  the  same  to  such  stockholders  on 
demand;  but  the  board  of  directors  may  fix  a  sum  which  may  be  set 
aside  or  reserved,  over  and  above  the  company's  capital  paid  in,  as  a 
working  capital  for  the  company,  and  from  time  to  time  they  may  in- 
crease, diminish  and  vary  the  same  in  their  absolute  judgment  and 
discretion. 

Sec.  7.  Corporate  Seal. — The  board  of  directors  shall  provide  a  suit- 
able seal,  containing  the  name  of  the  company,  which  seal  shall  be  in 
charge  of  the  secretary.  If  and  when  so  directed  by  the  board  of  di- 
rectors or  by  the  finance  .committee,  a  duplicate  of  the  seal  may  be  kept 
and  be  used  by  the  treasurer  or  by  any  assistant  secretary  or  assistant 
treasurer. 

Article  VII — Amendments. 

Section  1.  The  board  of  directors  shall  have  power  to  make,  amend 
and  repeal  the  by-laws  of  the  company  by  vote  of  a  majority  of  all  of 
the  directors,  at  any  regular  or  special  meeting  of  the  board,  provided 
that  notice  of  intention  to  make,  amend  or  repeal  the  by-laws  in  whole 
or  in  part  shall  have  been  given  at  the  next  preceding  meeting;  or  with- 
out any  such  notice,  by  a  vote  of  two-thirds  of  all  the  directors. 


396  CORPORATION*    FORMS. 

h.    Miscellaneous  Eesolutions — Certificates,  etc. 

FORM  593. 
Amendment  of  Articles — Change  of  Name. 

Whereas,  Art.  1  of  the  articles  of  incorporation  of  this  company 
reads  as  follows: 

Art.  1.  "The  name  of  this  corporation  shall  be  The  Wireless  Talk 
Co.;"  and 

Whereas,  This  corporation  has  been  enjoined  from  using  the  said 
name  by  the  supreme  court  of  the  state  of because  of  its  sim- 
ilarity to  the  name  of  an  existing  corporation ; 

Therefore,  be  it  resolved,  That  the  name  of  this  corporation  be 
changed  from  the  said  "The  Wireless  Talk  Company"  to  "The  Free 
Wireless  Gossip  Company" ;  and 

Be  it  further  resolved,  That  the  proper  officers  of  this  meeting  or  of 
this  company  shall  make  such  certificate  or  certificates  as  may  be  neces- 
sary and  as  are  required  by  law  and  present  the  same  to  the  proper 
officer,  or  file  the  same  in  the  public  office  as  required  by  the  statute  of 
the  state ;  and  that  said  officers  report  their  acts  in  reference  thereto 
to  this  body  that  it  may  accept  said  new  name. 

See  §§  59,  60. 

FORM  594. 
Amendment  of  Articles — Increase  of  Capital  Stock. 

Whereas,  Art.  5  of  the  articles  of  incorporation  fixed  the  capital 
stock  of  this  corporation  at  $500,000,  divided  into  5,000  shares  of  the 
par  value  of  $100  each;  and 

Whereas,  It  is  deemed  advisable  to  increase  the  capital  stock  of  this 
corporation  for  the  purpose  of  extending  and  enlarging  the  business; 

Therefore,  be  it  resolved,  That  said  Art.  5  of  the  articles  of  incorpo- 
ration be  amended  to  read  as  follows : 

Art.  5.  "The  capital  stock  of  this  corporation  shall  consist  of 
$1,000,000,  the  same  to  be  divided  into  10,000  shares  of  the  par  value 
of  $100  each;  and 

Be  it  further  resolved,  That  the  said  increased  stock  be  offered  first 
to  the  existing  stockholders  pro  rata  at  its  face  value  and  if  not  taken 
within  ninety  days  from  the  adoption  of  this  resolution  then  the  board 
of  directors  be  and  they  are  hereby  authorized  to  sell  any  of  such  stock 
not  taken  at  not  less  than  its  par  value." 

§§  202,  3620  et  seq.,  3642. 


stockholders'  meeting.  397 

FOEM  595. 
Increasing  of  Capital  Stock. 

Whereas    The  capital  stock  of  this  corporation  was  fixed  by  the 
original  articles  of  incorporation  at  $500,000,  which  was  divided  into 
5  000  shares  of  the  face  value  of  $100  each ;  and 
'  Whereas  It  is  deemed  advisable  to  increase  the  said  capital  stock; 

Therefore,  be  it  resolved,  That  the  capital  stock  of  this  corpo- 
ration be  increased  $500,000  and  that  the  present  capital  stock  of 
$500,000  be  increased  to  $1,000,000,  the  same  to  be  divided  into  10,000 
shares  of  the  par  value  of  $100  each ;  and 

Be  it  further  resolved,  That  the  said  increased  stock  be  classi- 
fied as  follows:   $200,000  thereof  shall  be  preferred  stock  and  $300,- 
000  thereof  shall  be  common  stock;  that  said  preferred  stock  shall  be 
cumulative  dividend   stock   and   shall  be   entitled   to   dividends   of 
5  per  cent  payable  semi-annually,  and  that  said  dividends  shall  be 
cumulative  and  that  no  dividends  shall  be  paid  on  the  common  stock 
until  all  arrearages  of  dividends  on  such  preferred  stock  are  paid  in 
full-  that  all  remaining  surplus  shall  be  distributed  as  dividends  on 
the  common  stock  only;  that  on  final  dissolution  and  distribution  all 
current  dividends  and  all  arrearages  of  dividends  shall  be  first  paid, 
and  then  the  face  value  of  such  preferred  stock  shall  be  paid  to  the 
holders  thereof  and  no  more;  and  that  the  division  and  distribution 
of  all  remaining  surplus  shall  be  to  the  common  stock  alone. 

See   §§  3620   et  seq.,  3585   et  seq.  See  also  §§  3427,  3586  et  seq.,  3590- 
3593,  5315. 

FORM  596. 

Increase  of  Capital  Stock— Stock  Dividends. 

Whereas,  The  capital  stock  of  this  company  as  fixed  by  the  original 
articles  of  incorporation  is  $100,000,  divided  into  1,000  shares  of  the 
face  value  of  $100  each ;  and 

Whereas,  This  corporation  has  permanent  property  and  assets  ot  the 
value  of  $125,000 ;  and 

Whereas,  This  corporation  has  now  on  hand  $10,000  in  cash,  which 
could  be  distributed  as  dividends  to  the  stockholders ;  and 

Whereas,  It  is  desired  to  enlarge  and  extend  the  business  of  the 
corporation ;  and  . 

Whereas,  It  is  desirable  that  the  stock  of  the  corporation  be  m- 

creased  * 

"  Therefore,  be  it  resolved,  That  the  capital  stock  of  this  corporation 


,398 


CORPORATION    FORMS. 


be  increased  from  $100,000  to  $125,000  and  that  the  same  be  divided 
into  1,250  shares  of  the  face  value  of  $150  each  : 

Be  it  further  resolved,  That  the  said  $25,000  of  increased  stock  be 
distributed  among  the  existing  stockholders  pro  rata  as  a  stock  divi- 
dend ;  and  be  it  further  resolved  that  the  directors  of  this  corporation 
be  and  they  hereby  are  authorized  and  directed  to  issue  to  the  existing 
stockholders  the  said  increased  stock,  and  that  they  be  and  are  hereby 
authorized  to  use  the  said  sum  of  $10,000  in  extending  and  enlarg- 
ing the  business  of  this  corporation. 

See  §  3629. 

FORM  597. 
Increase  of  Capital  Stock — Convertible  Bond. 

Whereas,  This  corporation  under  proper  and  legal  authority  has 
heretofore  issued  bonds  in  the  sum  of  $25,000,  convertible  at  the  op- 
tion of  the  holder  into  stock ;  and 

Whereas,  The  holders  of  said  bonds  desire  and  have  demanded  that 
the  bonds  so  held  by  them  be  converted  into  stock; 

Therefore,  be  it  resolved,  That  the  capital  stock  of  this  corporation 
be  increased  $25,000 ;  and 

Be  it  further  resolved,  That  the  board  of  directors  be  and  they 
hereby  are  authorized  and  directed  to  issue  the  said  $25,000  of  stock- 
in  payment  and  satisfaction  of  the  said  convertible  bonds;  and  that 
the  same  be  issued  to  the  holders  of  said  convertible  bonds  as  the 
same  are  presented  for  such  purpose. 

§  3630. 

FORM  598. 

Amendment  of  Articles— Reduction  and  Cancellation  of  Capital  Stock. 

Whereas,  Art.  5  of  the  original  articles  of  incorporation  provides 
as  follows : 

''The  capital  stock  of  this  corporation  shall  be  $500,000  divided  into 
5,000  shares  of  the  par  value  of  $100  each ;"  and 

Whereas,  $300,000  of  the  capital  stock  of  this  corporation  has  been 
subscribed  and  taken ;  and 

Whereas,  The  corporation  now  has  ample  funds,  means  and  assets 
with  which  to  conduct  its  business ;  and 

Whereas,  It  is  not  desirable  that  the  remaining  stock  be  sold  or 
issued ; 

Now,  therefore,  be  it  resolved,  That  the  said  Art.  5  be  amended  to 
read  as  follows : 


stockholders'  meeting.  399 

"The  capital  stock  of  this  corporation  shall  be  $300,000  divided  into 
3,000  shares  of  the  par  value  of  $100  each;  and 
'Be  it  further  resolved,  That  the  board  of  Directors  be  and  they 
hereby  are  authorized  and  directed  to  cancel  the  said  $200,000,  the 
unissued  stock  of  this  corporation,  and  retire  the  same. 
See  §  3660  et  seq. 

FORM  599. 

Reduction  of  Capital  Stock  by  Cancellation. 

Whereas,  The  capital  stock  of  this  corporation  was  by  the  original 
articles  of  incorporation  fixed  at  $500,000,  which  was  divided  into 
5,000  shares  of  the  face  value  of  $100  each ;  and 
'  Whereas,  Only  3,000  shares  of  the  said  stock  has  been  issued ;  and 

Whereas,  The  corporation  has  sufficient  money,  means  and  assets  to 
conduct  its  business  without  making  sale  of  additional  stock ;  and 

Whereas,  It  is  deemed  advisable  to  reduce  the  said  capital  stock ; 

Therefore,  be  it  resolved,  That  the  capital  stock  of  this  corporation 
be  reduced  from  the  said  sum  of  $500,000  to  the  sum  and  amount  of 
$300,000,  the  same  to  be  divided  into  3,000  shares  of  the  par  value  of 
$100  each  ;  and 

Be  it  further  resolved,  That  the  board  of  directors  be  and  they  are 
hereby  directed  to  retire  and  cancel  the  said  remaining  $200,000  of 
the  said  original  capital  stock  and  retire  the  same. 

FORM  600. 
Reduction  of  Capital  Stock— Distribution  of  Assets. 

Whereas,  The  capital  stock  of  this  corporation  was  by  the  original 
articles  of  incorporation  fixed  at  $250,000,  and  divided  into  2,500 
shares  of  the  par  value  of  $100  each ;  and 

Whereas,  The  corporation  has  been  unusually  prosperous  in  its  busi- 
ness; and 

Whereas,  During  the  first  three  years  of  its  existence  no  dividends 

were  paid;  and 

Whereas,  The  corporation  has  accumulated  a  large  amount  of  sur- 
plus property  and  assets,  and  has  now  more  than  is  necessary  for  the 
transaction  and  conduct  of  its  business ;  and 

Whereas,  There  are  no  unpaid  claims  or  unsatisfied  creditors ;  and 

Whereas,  It  is  deemed  advisable  and  it  is  desirable  to  reduce  the 
capital  stock  of  this  corporation  and  distribute  a  portion  of  the  assets ; 

Therefore,  be  it  resolved,  That  the  capital  stock  of  this  corporation 


400  CORPORATION    FORMS. 

be  reduced  from  $250,000  to  $200,000  and  that  the  same  be  divided 
into  2,000  shares  of  the  face  value  of  $100  each ;  and 

Be  it  further  resolved,  That  assets  of  this  corporation  of  the  value 
of  $50,000  be  distributed  pro  rata  among  the  stockholders  of  the  cor- 
poration; and 

Be  it  further  resolved,  That  the  board  of  directors  of  this  corpora- 
tion be  and  they  are  hereby  authorized  and  directed  to  make  a  just 
and  equitable  distribution  of  $50,000  worth  of  the  assets  of  this  cor- 
poration to  the  stockholders  in  proportion  to  the  amount  of  stock 
owned  by  each,  and  that  such  distribution  be  made  in  such  manner  as 
the  board  of  directors  may  deem  just  and  equitable ;  but  that  none  of 
the  assets  of  this  corporation  be  distributed  or  delivered  to  any  stock- 
holder except  upon  the  surrender  by  him  of  an  amount  of  his  stock  the 
face  value  of  which  shall  equal  the  value  of  the  assets  so  to  be  turned 
over  or  delivered,  and  that  the  board  of  directors  be  and  they  are 
hereby  directed  and  authorized  to  cancel  and  retire  all  stock  so  sur- 
rendered. 

See  §  3666. 

FORM  601. 

Changing  Number  and  Denomination  of  Shares. 

Whereas,  The  capital  stock  of  this  corporation  was  fixed  at  $100,000 
in  the  original  articles  of  incorporation ;  and 

Whereas,  The  said  capital  stock  was  divided  into  1,000  shares  of 
the  face  value  of  $100  each;  and 

Whereas,  It  is  deemed  advisable  and  desirable  to  change  the  num- 
ber and  denomination  of  the  shares  of  said  capital  stock ; 

Therefore,  be  it  resolved,  That  the  said  capital  stock  be  and  the 
same  is  hereby  divided  into  10,000  shares  of  the  par  value  of  $10  each. 

See  §  3407. 

FOEM  602. 

Classifying  Stock 

Whereas,  The  stockholders  of  this  corporation  have  heretofore  au- 
thorized an  increase  of  its  capital  stock  from dollars,  the  pres- 
ent amount,  to  the  sum  of dollars,  to  consist  of shares 

of  the  par  value  of dollars  each ;  and 

Whereas,  The  present  capital  stock  of  the  corporation  consists 
wholly  of  common  stock ; 

Now,  therefore,  be  it  resolved,  That  said  authorized  increase  of  cap- 
ital stock  amounting  to  dollars  be  classified  so  that  

dollars  thereof,  consisting  of shares  of  the  par  value  of 


stockholders'  meeting.  40 1 

dollars  each,  shall  be  common  stock,  and  so  that dollars  thereof, 

consisting  of shares  of  the  par  value  of  dollars  each, 

.hall  be  preferred  stock,  and  that  said  preferred  stock  shall  be  entitled 
to  preference  and  priority  over  the  common  stock  in  manner  following: 
(Here  insert  as  Forms  464-^70.) 

And  be  it  further  resolved,  That  the  president  and  secretary  of  this 
company  be  and  they  are  hereby  authorized  and  directed  to  execute 
and  file  the  proper  certificate  of  the  proceedings  of  this  meeting  m  the 

offices  of and (as  required  by  statute),  and  to  take  all 

proceedings  and  to  do  all  acts  and  things  that  may  be  necessary  to 

comply  with  the  statute  of  the  state  of ,  in  such  case  made  and 

provided. 

See  §§  3426,  3427. 

FOBM  603. 

Amendment  of  Articles  of  Incorporation— Increasing  Directors. 

Whereas,  Art.  3  of  the  articles  of  incorporation  of  this  company 
provide  that  the  number  of  directors  of  this  corporation  shall  be  five; 

Whereas,  It  is  desired  that  the  number  of  directors  be  increased; 

Therefore,  be  it  resolved,  That  said  Art.  3  of  the  articles  of  incor- 
poration be  and  the  same  are  amended  to  read  as  follows : 

Art.  3.  "The  business  and  prudential  affairs  of  this  corporation 
shall  be  managed  by  a  board  of  nine  directors." 

§§  202,  926. 

FOEM  604. 

Classification  of  Directors. 

Whereas,  The  articles  of  incorporation  provide  that  the  business  and 
prudential  affairs  of  this  corporation  shall  be  managed  and  considered 
by  a  board  of  nine  directors ;  and 

Whereas  The  articles  of  incorporation  further  provide  that  certain 
named  persons  as  such  directors  shall  hold  their  office  and  shall  manage 
the  business  and  prudential  affairs  of  the  corporation  for  the  first 

year;  and  .  , 

Whereas,  No  other  or  different  classification  of  the  directors  is  made 
in  the  said  articles  of  incorporation,  and  no  provision  is  made  therein 
for  the  election  or  term  of  office  of  such  directors;  ,..•,;, 

Therefore,  be  it  resolved,  That  the  board  of  directors  shall  be  divided 

as  equally  as  possible  into  three  classes:  The  term  of  office  of  the  first 

class  shall  expire  at  the  end  of  the  first  year;  the  terms  of  office  of  the 

second  class  at  the  expiration  of  the  second  year,  and  the  terms  of  office 

26 — Thomp.  Cobp.  VII. 


402  CORPORATION   FORMS. 

of  the  third  class  shall  expire  at  the  end  of  the  third  year,  and  one- 
third  of  the  number  of  directors  shall  be  chosen  each  year;  the  first 
class  shall  be  elected  for  a  term  of  three  years;  the  second  class  for  a 
term  of  two  years,  and  the  third  class  for  a  term  of  one  year;  and  at 
each  annual  election  for  the  first,  the  successors  to  the  class  of  direc- 
tors whose  terms  expire  in  that  year  shall  be  elected  to  hold  office  for 
the  term  of  three  years,  so  that  the  term  of  office  of  at  least  one  class 
shall  expire  in  each  year. 
See  §  1080. 

FORM  605. 

Amendment  of  Articles  of  Incorporation — Change  of  Place  of 

Business. 

Whereas,  Art.  4  of  the  original  articles  of  incorporation  provide 
that  the  general  office  and  place  of  business  of  this  corporation  shall 
be  at  200  Broadway,  in  the  city  of  New  York,  state  of  New  York ;  and 

Whereas,  For  reasons  well  known  to  all  the  stockholders  of  this 
company,  it  is  desirable  and  necessary  to  change  the  general  office  and 
place  of  business  of  this  corporation ; 

Now,  therefore,  be  it  resolved,  That  said  Art.  4  of  the  original  arti- 
cles of  incorporation  be  and  the  same  is  amended  to  read  as  follows : 

Article  4.  "The  principal  office  and  place  of  business  of  this  corpo- 
ration shall  be  located  at  300  West  One-hundred-seventy-seventh 
street,  in  the  city  of  New  York,  state  of  New  York." 

§  202.    See  also,  §§  189,  490,  501. 

FORM  606. 

Extension  of  Corporate  Existence — Consent  in  Writing. 

We,  the  undersigned,  being  lor:-  of  the  Company, 

organized  and  existing  under  the  laws  of  the  state  of ,  and  each 

owning  the  number  of  shares  of  stock  in  such  corporation  set  opposite 
our  respective  signatures  hereto,  and  together  owning  at  least  two- 
thirds  of  the  capital  stock  of  this  corporation,  to-wit:  shares 

of  the  total  of  shares  in  which  such  capital  stock  is  divided, 

according  to  the  original  articles  of  incorporation,  do  hereby  declare 
and  state  that  we  severally  hereby  consent  that  the  corporate  existence 

i oh  corporation  be  extended  for  the  term  of years  beyond 

the  time  specified  in  the  said  original  articles  of  incorporation. 


stockholders'  meeting.  403 

In  witness  whereof,  etc. 

Names.  Numbor  of  ShareS' 


See  §  19°-  FORM  607. 

Change  of  Principal  Office— Unanimous  Consent. 

We,  the  undersigned,  being  all  the  stockholder,  and  the  owners  of 
record  of  the  entire  capital  stock  issued  and  outstanding  of  the  - 

Company,  a  corporation  duly  organized  and  existing  under  the  laws  of 

the  state  of ,  do  hereby,  pursuant  to  the  statutes  of  said  state, 

acn-ee  and  consent  that  the  principal  office  and  place  of  business  ot  tins 

company  be  changed  from  the  city  of ,  county  of  -  — ,  state 

0f ,  named  in  its  articles  of  incorporation,  to  the  city  ol  , 

county  of ,  state  of . 

In  witness  whereof,  etc. 

Dated,  signed,  acknowledged  and  sworn  to. 

See    §§    189,    490,    501    et    seq.,  1134,  1135. 

FORM  608. 
Amendment  of  By-Law. 

Whereas,  Sec.  1  of  Art.  I  of  the  by-laws  of  this  company  provides 
in  part  as  follows:  "The  annual  meeting  of  the  stockholders  of  tins 
company  shall  be  held  at  the  office  of  the  corporation  in  the  city  of 

state  of ,  on  the  first  Monday  in  January  of  each  and 

every  year  at  10  o'clock  a.  m.,  for  the  election  of  directors  and  such 
other  business  as  may  properly  come  before  such  said  meeting." 

And  whereas,  It  is  believed  that  a  change  is  desired  in  the  tune  of 
the  meetings  of  the  stockholders,  and  that  there  should  be  instead  of 
an  annual  meeting,  regular  semi-annual  meetings  of  the  stockholders 
of  this  corporation ; 

Now  therefore,  be  it  resolved,  That  said  Sec.  1  of  Art.  I  of  said  by- 
laws be  and  the  same  is  hereby  amended  as  to  the  part  above  set  forth 
to  read  and  provide  as  follows: 

"The  semi-annual  meetings  of  the  stockholders  of  this  company  shall 

be  held  at  the  office  of  the  corporation  in  the  city  of ,  state  of 

,  on  the  first  Monday  in  January,  and  the  first  Monday  of  July 

of  each  and  every  year,  for  the  election  of  directors  and  such  other 
business  as  may  properly  come  before  the  meetings." 
See  §§  202,  805,  807,  808. 


404  CORPORATION    FORMS. 

FORM  609. 
Authorizing  Bonds  Secured  by  Mortgage. 

Whereas,  The  directors  of  this  company  have  certified  and  reported 
to  the  stockholders  the  total  indebtedness  of  the  company  together  with 
a  statement  of  the  assets  of  the  company,  and  have  shown  that  they 
have  now  no  available  funds  with  which  to  pay  such  indebtedness ;  and 

Whereas,  The  said  board  of  directors  have  requested  the  stockholders 
to  authorize  an  issue  of  bonds  secured  by  mortgage  for  the  purpose  of 
securing  funds  with  which  to  discharge  such  indebtedness; 

Now  therefore,  be  it  resolved ;  That  the  board  of  directors  of  this  cor- 
poration be  and  they  are  hereby  authorized  to  issue  twenty-five  bonds 
of  the  company,  each  in  the  sum  of  $1,000,  payable  from  one  to  twenty- 
five  years  after  date  respectively,  with  interest  at  the  rate  of  5  per  cent 
per  annum  payable  semi-annually,  and  that  said  bonds  be  sold  at  their 
face  value  and  that  from  the  proceeds  thereof  the  indebtedness  of  this 
corporation  shall  be  paid;  and  that  such  bonds  be  secured  by  a  first 
mortgage  on  all  the  real  estate  of  this  corporation. 

§§  2237,  2563  et  seq. 

FOEM  610. 
Authorizing  Sale  of  Entire  Assets. 

Whereas,  The  Fisher  Automobile  Company  have  made  a  proposition 
to  purchase  the  entire  plant  and  business  of  this  company  as  a  going 
concern,  including  all  assets  and  liabilities,  except  all  cash  assets,  and 
has  offered  to  pay  therefor  the  sum  of  $50,000  in  cash,  and  $50,000  par 
value  of  the  capital  stock  of  said  Fisher  Automobile  Company,  the  same 
to  be  distributed  pro  rata  among  the  present  stockholders  of  this  cor- 
poration : 

Now  therefore,  be  it  resolved,  That  the  said  proposition  be  hereby 
accepted  and  approved,  and  that  the  directors  of  this  company  be  and 
are  herely  fully  authorized,  directed  and  empowered  to  accept  the  said 
proposition  for  the  sale  of  the  entire  property  and  business  of  this  com- 
pany, and  to  do  all  things  necessary- to  effect  such  sale  and  transfer 
according  to  the  terms  of  said  proposition;  and 

Be  it  further  resolved,  That  the  stockholders  of  this  corporation 
hereby  agree  to  surrender  for  cancellation  all  stock  held  by  them  in  this 
company  and  in  lieu  thereof  hereby  agree  and  bind  themselves  to  accept 
their  pro  rata  share  of  the  said  $50,000  cash  and  $50,000  of  the  capital 
stock  of  the  said  Fisher  Automobile  Company. 

§  2429  et  seq.     See  also,  §§  6135,  6501. 


stockholders'  meeting.  405 

FORM  611. 
Authorizing  Consolidation. 

Whereas,  A  consolidation  of  the  Hot  Air  Stove  Company  and  the 
Chambers  Fireless  Cooker  Company,  under  the  name  of  the  Universal 
Fireless  Cooker  Company,  has  been  proposed,  and  has  been  agreed 
upon  according  to  the  terms  and  conditions  of  a  certain  agreement 
heretofore  entered  into  on  the  10th  day  of  January,  A.  D.  1910,  be- 
tween the  directors  of  said  corporation,  and  which  said  agreement  has 
heretofore  been  submitted  to  the  stockholders  of  this  company  for 
consideration  and  ratification ;  and 

Whereas,  After  investigation  by  a  special  committee  of  the  stock- 
holders of  this  company  which  has  been  reported  and  fully  discussed, 
and  after  due  consideration,  such  proposed  consolidation  meets  with 
the  approval  of  the  stockholders  of  this  corporation ; 

Now,  therefore,  be  it  resolved,  That  the  board  of  directors  of  this 
company  be  and  the  same  are  hereby  fully  authorized,  empowered  and 
directed  to  take  all  such  steps  as  may  be  necessary  and  legal  to  effect 
said  proposed  consolidation  in  accordance  with  the  terms  and  condi- 
tions of  said  agreement  heretofore  entered  into  by  the  directors  of  the 
two  said  corporations. 

See  §  6035  et  seq. 

FOEM  612. 

Increase  of  Capital  Stock — Certificate. 

We,  the  undersigned,  A  B,  chairman,  and  C  D,  secretary  of  a  meet- 
ing of  the  stockholders  of  the Company,  held  for  the  purpose 

of  increasing  its  capital  stock,  do  hereby  certify  that  notice  was  given 
to  the  stockholders  of  said  corporation  of  a  meeting  to  be  held  on  the 

■  day  of for  the  purpose  of  increasing  the  capital  stock  of 

said  corporation,  and  that  the  amount  of  such  proposed  increase  was 

dollars,  being shares,  which  said  notice  was  signed  by 

the  president  and  secretary  and  was  published  in  (here  state  publica- 
tion) a  newspaper  in  the  county  of ,  where  the  principal  busi- 
ness office  of  said  corporation  is  located. 

That  said  notice  as  published  was  in  the  following  words  and  figures : 
(here  set  out  a  copy  of  the  notice). 

We  further  certify  that  a  full,  true  and  correct  copy  of  such  notice 
was  also  mailed  postage  prepaid  to  each  stockholder  of  said  cor- 
poration at  the  last  known  postoffice  address,  at  least  two  weeks  be- 
fore said  meeting  (or  state  other  form  of  notice). 

That  at  the  time  and  place  specified  in  such  notice  the  stockhold- 


4:06  CORPORATION   FORMS. 

ers  of  said  corporation  appeared  in  person  (or  proxy)  in  numbers  rep- 
resenting at  least  a  majority  of  all  the  shares  of  stock  of  such  corpora- 
tion (or  all  stockholders  met)  and  organized  said  meeting  by  choosing 
from  their  number  the  undersigned  A  B  as  chairman  and  C  D  as  sec- 
retary thereof,  that  thereupon  the  above  notice  of  the  meeting  was  read 
and  the  proof  of  publishing  and  mailing  thereof  was  presented.  There- 
upon the  following  resolution  was  introduced : 

Besolved,  that  the  capital  stock  of company  be  increased  (or 

reduced)  from  the  present  amount  thereof,  to  wit : dollars,  con- 
sisting of  shares  of  the  par  value  of  dollars  each  to 

dollars,  to  consist  of shares  of  the  par  value  of 

dollars  each. 

Resolved,  further,  that  the  chairman  and  secretary  of  this  meeting 
be  and  they  are  hereby  authorized  and  directed  to  make,  sign,  verify, 
and  acknowledge  any  and  all  certificates  of  proceedings  required  in  the 

office  of  ,  and  a  duplicate  thereof  to  be  filed  in  the  office  of 

,  and  to  do  all  acts  and  things  that  may  be  necessary  to  comply 

with  the  provisions  of  law  applicable  to  and  regarding  the  increase  of 
the  capital  stock. 

That  thereupon  and  upon  a  motion  to  adopt  the  said  resolution,  the 

stockholders  owning shares  of  stock,  being  a  majority  (or'all) 

of  the  stock  of  the  corporation,  voted  for  the  adoption  of  said  resolu- 
tion; and  stockholders  owning shares  of  stock  of  the  corpora- 
tion voted  against  its  adoption  (or  say  "and  no  stockholders  voted 
against  its  adoption"). 

That  a  sufficient  number  of  votes  having  been  cast  in  favor  of  such 
resolution  and  such  increase  of  the  capital  stock  to  adopt  the  same,  and 
such  resolution  was  thereupon  declared  duly  adopted. 

That  the  amount  of  capital  stock  of  such  corporation  heretofore  au- 
thorized is dollars  and  that  the  entire  amount  thereof  has  been 

issued ;  and  that  the  amount  of  the  increased  capital  stock  is  

dollars. 

In  witness,  whereof,  we  have  made,  signed,  acknowledged  and  veri- 
fied this  certificate  in  duplicate. 

Dated  this day  of ,  1910. 

(Corporate  Seal.)  A  B?  chairman. 

C  D,  Secretary. 
FOEM  613. 
Increase  of  Capital  Stock— Certificate. 

We,  A  B,  president,  and  G  H,  treasurer,  and  C  D,  E  F,  J  K  and 
L  M,  being  a  majority  of  the  directors  of  the  Atlantic  Bridge  Company, 


stockholders'  meeting.  407 

in  compliance  with  and  pursuant  to  the  provisions  of  the  governing 
statute  of  the  state,  do  hereby  certify  that  a  (special)  meeting  of  the 
stockholders  of  said  corporation,  duly  called  for  the  purpose,  and  by 
the  affirmative  vote  of  800  shares  of  the  capital  stock  (or  by  the  af- 
firmative vote  of  200  shares  of  the  preferred  stock  and  of  600  shares  of 
the  common  stock)  of  said  corporation,  being  at  least  a  majority  of  all 
the  stock  outstanding  and  entitled  to  vote,  the  following  amendment 
authorizing  an  increase  in  the  capital  stock  of  this  corporation  was  duly 
adopted,  to  wit:  (here  insert  copy  of  the  resolution  authorizing  the  in- 
crease, the  vote  thereon,  and  the  resolution  authorizing  the  disposition 
of  the  increased  stock  with  the  terms  and  manner  thereof). 

We  further  certify  that  the  total  amount  of  capital  stock  already 
authorized  is  1,000  shares,  of  which  300  shares  are  preferred  stock  and 
700  shares  common  stock,  500  shares  of  which  have  been  issued  as  fol- 
lows :  400  shares  of  common  stock  and  100  shares  of  preferred  stock, 
and  all  of  which  has  been  paid  (or  state  as  the  facts  may  be). 

That  the  amount  of  additional  capital  stock  authorized  is  500  shares, 
of  which  200  shares  are  preferred  and  300  common.  The  said  increase 
is  to  be  paid  as  follows:    (Here  insert.) 

In  witness  whereof,  etc.  (Signed.) 

,  1910. 

State  of ,  County  of ,  ss : 

Personally  appeared  before  me,  the  undersigned  notary  public,  the 
above  named  (here  name  officers  and  directors)  and  severally  made 
oath  that  the  foregoing  certificate  by  them  subscribed  is  true  to  the 
best  of  their  knowledge  and  belief.  Jurat  of  Officer. 

FORM  614. 

Reduction  of  Capital  Stock — Certificate. 

We,  A  B,  president,  and  G  H,  treasurer,  and  C  D,  E  F,  J.  K  and 
L  M,  being  a  majority  of  the  directors  of  the  Atlantic  Bridge  Company, 
in  compliance  with  and  pursuant  to  the  provisions  of  the  governing 
statute  of  the  state,  do  hereby  certify  that  at  a  (special)  meeting  of  the 
stockholders  of  said  corporation,  duly  called  for  the  purpose,  and  by 
the  affirmative  vote  of  800  shares  of  the  capital  stock  (or  say  by  the 
affirmative  vote  of  200  shares  of  the  preferred  stock  and  of  600  shares 
of  the  common  stock)  of  said  corporation,  being  at  least  a  majority  of 
all  the  stock  outstanding  and  entitled  to  vote  the  following  amendment 
authorizing  a  reduction  in  the  capital  stock  of  this  corporation  was 
duly  adopted,  to  wit:  (Here  insert  copy  of  the  resolution  authorizing 
the  reduction  and  the  vote  thereon.) 


408  CORPORATION   FORMS. 

We  further  certify  that  the  total  amount  of  capital  stock  already  au- 
thorized is  1000  shares,  of  which  300  shares  are  preferred  stock  and  700 
shares  common  stock,  500  shares  of  which  have  been  issued  as  follows : 
(400  shares  of  common  stock  and  100  shares  of  preferred  stock,  and 
all  of  which  has  been  paid.    Or  state  as  the  facts  may  be) . 

The  amount  of  reduction  of  the  said  capital  stock  now  authorized 
by  the  stockholders  is  fifty  thousand  dollars. 

The  manner  in  which  said  reduction  will  be  effected  is  as  follows: 
By  cancelling  all  unissued  stock,  and  retiring  the  same. 

In  witness  whereof,  etc. 

(Affidavit  as  preceding  form.) 

See  §  3664. 

FOKM  615. 
Change  in  Number  and  Denomination  of  Shares — Certificate. 

We,  the  undersigned,  A  B,  chairman,  and  E  F,  secretary,  of  a  special 

meeting  of  the  stockholders  of  the company,  held  on  the 

day  of  ,  1910,  for  the  purpose  of  increasing   (reducing)   the 

number  of  shares  into  which  the  capital  stock  of  the  company  is  di- 
vided, without  increasing  (reducing)  the  amount  of  capital  stock  of 
the  corporation,  do  hereby  certify : 

That  prior  to  the  time  of  such  meeting,  a  notice  stating  the  time, 
place,  and  object  thereof  and  the  increase  of  the  number  of  shares  pro- 
posed, signed  by  a  majority  of  the  directors  (or  otherwise  as  the  fact 
may  be)  was  published  in  each  issue,  for  two  successive  weeks  in  the 

,  a  daily  newspaper  printed  and  published  in  the  county  where 

the  principal  office  of  this  corporation  is  located  and  which  notice  is  in 
these  words : 

"Notice  to  Stockholders  of Company. 

Notice  is  hereby  given  to  the  stockholders  of  the  company 

that  a  special  meeting  of  said  company  will  be  held  at  its  office,  N~o. 

200  Maine  street,  in  the  city  of ,  county  of  ,  state  of 

,  on  the day  of ,  1910,  at  10  o'clock  a.  m.,  for  the 

purpose  of  considering  and  voting  upon  a  proposition  to  increase  the 
number  of  shares  into  which  the  capital  stock  shall  be  divided,  without 
increasing  the  amount  of  such  capital  stock,  so  that  hereafter  such 

capital  stock  shall  be  divided  into  shares  of  the  par  value  of 

dollars  each. 

Dated  and  signed." 

That  a  copy  of  such  notice  was  also  personally  served  upon  or  duly 
mailed,  postage  prepaid  to  each  stockholder  of  such  corporation  at  his 


STOCKHOLDERS     MEETING. 


409 


last  known  postoffice  address,  at  least  three  weeks  before  the  time  of 

said  meeting. 

That  at  the  time  and  place  specified  in  such  notice,  stockholders  of 
said  company  appeared  in  person  (or  by  proxy)  in  numbers  repre- 
senting at  least  two-thirds  of  all  the  shares  of  stock  of  the  corporation, 
and  the  meeting  was  organized  by  the  selection  of  A  B  as  chairman 
and  E  F  as  secretary.  That  the  notice  of  the  meeting  and  proof  of  the 
proper  service  were  presented,  read  and  ordered  filed. 

Thereupon  the  following  resolution  was  introduced  and  a  motion 
made  for  its  adoption: 

"Resolved,  That  the  number  of  shares  into  which  the  capital  stock 

0f  the  company  is  divided  be  increased   (reduced)  from  the 

present  number,  to  wit :  shares  of  the  value  of dollars 

each  to  the  following  number,  to  wit :   ,  and  shares  of  the  par 

value  of dollars  each. 

And  be  it  further  resolved,  That  on  the  adoption  of  these  resolutions, 

the  president,  and  secretary  shall  certify  the  same  to  the and 

}  public  officers,  and  shall  do  all  acts  and  things  required  by  the 

law  of  the  state  to  make  this  resolution  effectual." 

On  the  votes  being  cast,  it  was  found  that  stockholders  owning  at 
least  three-fourths  of  all  the  stock  of  the  corporation  voted  in  favor  of 

the   adoption   of   such   resolution;   and   stockholders   owning  ■ 

shares  of  the  stock,  being  less  than  one-fourth  voted  against  the  adop- 
tion of  the  resolution. 

Thereupon  the  chairman  of  the  meeting  declared  that  the  resolution 

was  adopted. 

On  motion  the  meeting  adjourned. 

In  witness  whereof,  we  have  made,  signed,  acknowledged  and  verified 
this  certificate  in  duplicate. 

(Signed,  acknowledged  and  verified.) 

See  §  3407. 

FORM  616. 

Classification  of  Stock — Certificate. 

We,  the  undersigned,  A  B,  president,  and  E  F,  secretary,  respec- 
tively, of  the company,  do  hereby  make  the  following  certificate 

of  the  proceedings  of  a  special  meeting  of  the  stockholders  of  said  com- 
pany held  pursuant  to  the  laws  of  the  state  of ,  for  the  purpose 

of  obtaining  consent  of  the  stockholders  to  classify  the  capital  stock 
of  this  corporation  into  preferred  and  common  stock,  as  follows,  to 

"A  special  meeting  of  the  stockholders  of  the company  held 


410  CORPORATION   FORMS. 

at  the  office  of  the  company  in  the  city  of ,  county  of , 

state  of ,  on  the day  of ,  1910,  at  10  o'clock  in 

the  forenoon  of  said  day,  for  the  purpose  of  voting  on  a  proposition  to 
classify  into  common  and  preferred  stock  the  authorized  increase  of  the 
capital  stock  of  the  company,  amounting  to dollars." 

The  said  meeting  was  called  for  that  purpose  upon  notice,  of  which 
the  following  is  a  full  and  true  copy : 

"Notice  is  hereby  given  that  a  special  meeting  of  the  stockholders 

of  the company  will  be  held  at in  the  city  of , 

county  of ,  state  of ,  on  the day  of ,  1910, 

at  10  o'clock  a.  m.,  to  act  upon  a  proposition  to  classify  into  common 
and  preferred  stock,  the  authorized  increase  of  capital  stock  of  said 

company,  amounting  to dollars,  so  that dollars  thereof 

shall  be  common  stock  and dollars  thereof  shall  be  preferred 

stock;  and  which  said  preferred  stock  shall  be  entitled  to  preference 
and  priority  over  the  common  stock,  as  follows:  (Here  state  the 
preference.) 

Pursuant  to  said  notice,  the  stockholders  of  record  appeared  in  per- 
son (or  by  proxy)  owning  at  least  two-thirds  of  the  capital  stock  of 
the  company. 

The  meeting  was  called  to  order  and  on  motion  A  B  was  selected 
chairman  and  E  F  secretary.  Upon  a  call  of  the  roll  of  stockholders  of 
record,  the  following  named  persons  were  found  to  be  present  (here 

insert  names),  who  were  owners  of shares  of  the  capital  stock 

of  said  company  (if  any  were  present  by  proxy  say).  Upon  motion 
duly  made  and  carried,  the  proxies  presented  were  ordered  to  be  placed 
on  file." 

Proof  of  the  service  of  the  above  notice  was  duly  made  and  the 
notice  and  such  proof  were  read  and  ordered  placed  on  file. 

Thereupon  the  following  preamble  and  resolution  was  offered  for 
adoption,  to  wit: 

"Whereas,  The   stockholders   of  this   corporation  have   heretofore 

authorized  an  increase  of  its  capital  stock  from  dollars,  the 

present  amount,  to  the  sum  of dollars,  to  consist  of  

shares  of  the  par  value  of dollars  each ;  and 

Whereas,  The  present  capital  stock  of  the  corporation  consists  wholly 
of  common  stock ; 

Now,  therefore,  be  it  resolved,  That  said  authorized  increase  of  cap- 
ital stock  amounting  to  dollars,  be  classified  so  that  

dollars  thereof  consisting  of shares  of  the  par  value  of 

dollars  each,  shall  be  common  stock,  and  so  that dollars  thereof, 

consisting  of  shares  of  the  par  value  of dollars  each, 

shall  be  preferred  stock,  and  that  said  preferred  stock  shall  be  entitled 


stockholders'  meeting.  411 

to  preference  and  priority  over  the  common  stock  in  manner  follow- 


ing. 


(Here  insert  as  Forms  464-470.) 

And  be  it  further  resolved,  That  the  president  and  secretary  of  this 
company  be  and  they  are  hereby  authorized  and  directed  to  execute 
and  file  the  proper  certificate  of  the  proceedings  of  this  meeting  in  the 

offices  of  _L_1  and (as  required  by  statute),  and  to  take  all 

proceedings  and  to  do  all  acts  and  things  that  may  be  necessary  to 
comply  with  the  statute  of  the  state  of in  such  case  made  and 

^Thereupon  the  vote  on  said  resolution  was  taken  and  the  votes  of 

stockholders  owning  shares  of  the  stock  of  the  corponjbaa 

were  cast  in  favor  of  said  resolution;  and  votes  of  stockholders  owning 

shares  of  the  stock  of  the  corporation  were  cast  against  tUe 

adoption  of  the  resolution;  and  a  majority  of  all  the  stock  having  been 
cast  in  favor  of  the  adoption  of  said  resolution,  the  same  was  declared 

duly  adopted. 

On  motion  the  meeting  was  then  adjourned. 

In  witness  whereof,  we  have  hereunto  signed  and  sworn  to  this 
certificate  in  duplicate. 

Dated  and  signed. 

Signed  and  sworn  to. 

See  §  3407. 

FOKM  617. 

Increasing  Directors  at  Regular  Meeting— Certificate. 

We    the  undersigned,  president  and  secretary  respectively  of  the 

company,  do  hereby  certify  that  the  following  is  a  true  and 

correct  transcript  of  the  minutes  of  the  proceedings  of  a  meeting  of  the 

stockholders  of  the company  at  their  regular  annual  meeting 

on  the day  of ,  1910,  held  at  the  office  of  the  company, 

so  far  as  the  proceedings  of  said  meeting  relate  to  the  increase  of  the 
directors  of  the  company,  to  wit : 

"On  motion  of  C  D,  duly  seconded,  the  following  resolution  was 
offered  for  adoption:    *Kesolved,  That  the  number  of  directors  of 

company  be  increased  from  five,  the  present  number,  to  nine. 

Upon  a  canvass  of  the  votes  cast  upon  said  resolution,  stockholders 

owning shares  of  the  stock  of  the  company,  being  more  than  a 

maioritv  of  the  stock  thereof,  voted  in  favor  of  said  resolution;  and 

stockholders  owning shares  rf  stock  of  the  corporation  voted 

against  the  adoption  of  the  resolution.  ^ 

The  resolution  was  thereupon  declared  duly  adopted. 


-113  CORPORATION    FORMS. 

In  witness  whereof,  we  have  made,  signed  and  verified  this  cer- 
tificate in  duplicate,  this day  of ,  1910. 

A  B,  President, 
E  F,  Secretary. 

State  of ,  County  of ,  ss : 

A  B  and  E  F  heing  each  duly  sworn  depose  and  say,  and  each  for 
himself  deposes  and  says,  that  he,  the  said  A  B  was  the  president,  and 
that  he,  the  said  E  F  was  secretary  of  the  regular  meeting  of  the  stock- 

helders  of company  held  on  the day  of ,  1910, 

at  the  office  of  said  company;  that  the  foregoing  is  a  true  and  correct 
transcript  of  the  proceedings  of  such  meeting,  so  far  as  they  relate  to 
the  matter  of  increasing  the  directors  of  the  corporation. 

(Signed  and  sworn  to.) 

FORM  618. 
Increasing  Directors  at  Special  Meeting — Certificate. 

We,  the  undersigned,  do  herehy  certify  that  the  following  is  a  correct 
transcript  of  the  minutes  of  the  proceedings  of  a  special  meeting  of  the 

stockholders  of  the company  held  pursuant  to  the  laws  of  this 

state,  to  wit : 

«■ ,   1910. 

A  special  meeting  of  the  stockholders  of company,  a  stock 

corporation,  was  held  this  day  at  10  o'clock  a.  m.  to  determine  whether 
the  number  of  directors  of  the  corporation  should  be  increased.     The 

meeting  was  held  at  the  office  of  the  company  on day's  notice 

in  writing  to  each  stockholder  of  record ;  such  notice  having  been 
served  personally  (or  by  mail,  postage  prepaid  directed  to  each  stock- 
holder at  his  last  known  postoffice  address)  pursuant  to  such  notice, 
the  meeting  was  held  at  the  time  and  place  mentioned,  and  stockhold- 
ers owning  more  than  a  majority  of  the  stock  of  the  corporation  were 
present  in  person  (or  by  proxy). 

The  meeting  was  duly  organized  by  the  selection  of  A  B  as  president 
and  E  F  as  secretary.  Notice  of  the  time  and  place  of  the  meeting  and 
proof  of  due  service  thereof,  were  read,  made  a  part  of  the  records  of 
such  meeting,  and  at  the  same  time  filed  in  the  office  of  the  corpora- 
tion. Thereupon,  on  motion  of  G  H  duly  seconded,  the  following 
resolution  was  offered  for  adoption:     (Follow  preceding  form.*) 

FORM  619. 

Increasing  Directors — Unanimous  Consent — Certificate. 

We,  the  undersigned,  being  the  owners  of  the  entire  capital  stock, 
issued  and  outstanding,  of  the  company,  a  corporation  duly 


stockholders'  meeting.  413 

organized  and  existing  under  the  laws  of  the  state  of  ,  do 

hereby,  pursuant  to  the  provisions  of  the  statutes  of  said  state,  agree 
and  consent  that  the  number  of  directors  of  this  corporation  shall  be 
increased  (or  reduced)  from  five  to  nine. 

In  witness  whereof,  we,  the  said  stockholders  and  holders  of  record 
of  the  entire  issued  and  outstanding  stock  of  said  company  have  made 
and  executed  this  instrument  in  duplicate. 

Dated  this day  of ,  1910. 

Signed  and  acknowledged. 
State  of ,  County  of  ,  ss: 

E  F  being  duly  sworn  deposes  and  says  that  he  is  secretary  (or 

treasurer)  of  the Company,  the  corporation  mentioned  in  the 

above  and  foregoing  instrument;  that  he  is  the  custodian  of  the  stock 
book  which  contains  the  names  of  the  stockholders  of  this  corporation ; 

that  ,  the  persons  who  have  signed  the  foregoing  instrument 

are  all  the  stockholders  and  are  the  owners  of  record  of  the  entire 
capital  stock  of  said  corporation  issued  and  outstanding.  Signed. 

Subscribed  and  sworn  to,  etc. 

FORM  620. 

Extension  of  Corporate  Existence — Certificate. 

We,  the  undersigned,  A  B  president,  and  E  F  secretary,  of  the 
company,  a  corporation  duly  organized  and  existing  under  the 


laws  of  the  state  of ,  do  hereby  certify,  under  the  seal  of  said 

corporation  as  follows,  to  wit : 

That  the  consent  of  the  stockholders  of  this  corporation  owning  at 
least  two-thirds  in  amount  of  its  capital  stock  has  been  given  in  writ- 
ing to  extend  the  existence  of  this  corporation  for  a  term  of 

years  beyond  the  time  specified  in  its  original  articles  of  incorporation. 

That  such  written  consent  of  said  stockholders  is  hereto  attached  and 
made  a  part  hereof. 

In  witness  whereof,  etc. 

(Signed  and  acknowledged.) 

See  Form  606. 

FORM  621. 

Change  of  Principal  Office — Vote  of  Stockholders — Certificate. 

We,  the  undersigned,  A  B,  president,  and  E  F,  secretary,  and  a 
majority  of  the  board  of  directors  of  the company,  a  corpora- 
tion organized  under  the  laws  of  the  state  of ,  do  hereby  certify 

as  follows,  to  wit : 


414  CORPORATION   FORMS. 

That  a  duly  called  special  meeting  of  the  stockholders  of  this  cor- 
poration was  held  at  its  principal  office  in  the  city  of ,  county 

of  ,  state  of ,  on  the  day  of  ,  1910,  at 

which  meeting  stockholders  owning shares  of  the  stock  were 

present  in  person  and  by  proxy. 

(Here  set  out  the  notice  and  proof  of  service.) 

That  the  meeting  was  organized  by  the  selection  of  A  B  as  chairman 
and  E  F  as  secretary. 

Thereupon  the  following  resolution  was  offered  for  adoption : 

"Kesolved,  That  the  principal  office  and  place  of  business  of  this 

corporation  be  changed  from  the  city  of  ,  county  of  , 

state  of  ,  to  the  city  of  ,  county  of  ,  state  of 


And  be  it  further  resolved,  That  the  president,  secretary  and  di- 
rectors be  authorized,  and  they  are  hereby  directed  and  authorized 
to  effect  such  change  pursuant  to  law. 

And  thereupon  on  motion  the  said  resolution  was  adopted  by  a  ma- 
jority of  all  the  votes  cast  on  such  motion  to  adopt. 

1.  The  name  of  this  corporation  is . 

2.  That  its  principal  office  and  place  of  business  as  fixed  by  the 

original  articles  of  incorporation  was  and  still  is  at  the  city  of , 

county  of ,  state  of . 

3.  That  it  is  desired  to  change  its  said  principal  office  and  place  of 

business  of  the  corporation  to  the  city  of ,  county  of ,  in 

said  state,  and  that  it  is  the  purpose  of  said  corporation  to  actually 
transact  and  carry  on  its  regular  business  from  day  to  day  at  such  last 
named  place. 

4.  That  said  change  has  been  authorized  by  a  vote  of  the  stock- 
holders of  said  corporation,  at  a  special  meeting  of  the  stockholders 
called  for  that  purpose  as  above  shown. 

5.  That  the  names  of  the  directors  and  their  respective  places  of 
residence  are  as  follows,  to  wit : 

Names.  Eesidences. 


In  witness  whereof,  etc. 

Signed  by  the  president,  secretary  and  a  majority  of  the  directors. 

Subscribed  and  sworn  to. 

See  §  202.     See  also,  §§  189,  490,  501  et  seq.,  1134,  1135. 


ARTICLE  SIX. 
DIRECTORS'   MEETINGS. 

A.  Notice  to  directors  of  election. 

B.  Calling  regular  and  special  meetings. 

C.  Notice  and  minutes. 

D.  Resolutions  generally. 

E.  Notice  of  calls — dividends,  etc. 

A.    Notice  to  Directors  of  Election. 

FORM  622. 
Notice  of  Election  as  Director. 

Company,  ,  1910. 


Mr.  A  B,  

Dear  Sir — You  are  hereby  notified  that  at  the  annual  meeting  of 

the company,  held  this  day,  you  were  elected  a  member  of  its 

board  of  directors. 

The  first  regular  meeting  of  the  board  will  be  held  in  the  office  of 

the  company,  ,  1910,  at  1  o'clock  p.  m.,  for  the  election  of 

officers  and  for  the  transaction  of  such  business  as  may  come  before 
the  board. 

You  are  respectfully  requested  to  be  present  and  qualify  as  a  mem- 
ber of  the  board  and  participate  in  the  meetings.    Respectfully, 

C  D,  Secretary. 

FORM  623. 

Notice  of  Election  as  Directors — Acceptance  Requested. 

Hot  Air  Stove  Company. 

,  1910. 

Mr.  A  B,  New  York  City : 
street. 


Dear  Sir — At  a  meeting  of  the  directors  of  this  company  held  this 
day  of ,  1910,  you  were  duly  elected  a  member  of  the 


board  to  fill  the  vacancy  caused  by  the  death  of  Mr.  E.  T. 

415 


416  CORPORATION   FORMS. 

The  next  regular  meeting  of  the  board  will  be  held  at  the  office  of 
the  company  on  the day  of ,  1910. 

Will  you  kindly  indicate  your  acceptance  of  the  election  at  your 
earliest  convenience  ?  Eespectfully, 

C  D,  Secretary. 


B.  Calling  Regular  and  Special  Meetings. 

FORM  624. 
Call  of  First  Meeting  of  Directors — Waiver  of  Notice. 

Swift  Automobile  Company, . 


We,  the  undersigned,  being  all  the  directors  of  the  Swift  Automobile 
Company,  do  hereby  call  the  first  meeting  of  the  directors  of  said 

company  to  be  held  at  the  office  of  A  B,  jSTo.  ,  street, 

city  of ,  at  10  o'clock  a.  m.  on  the day  of ,  1910, 

for  the  purpose  of  electing  officers  and  for  the  transaction  of  all  busi- 
ness that  may  properly  come  before  such  board,  and  we  hereby  waive 
all  statutory  or  by-law  requirements  as  to  notice  of  time,  place  and 
objects  of  said  meeting  and  consent  to  the  transaction  thereat  of  any 
and  all  business  pertaining  to  the  affairs  of  the  company. 

Signed,  A  B, 
C  D, 
E  F, 
G  H, 
K.  L. 
See   §§  1068,    1130   et   seq.,   1138,  1139. 

FORM  625. 

Directors'  Meeting — Waiver  of  Notice. 

,  1910. 


We,  the  undersigned,  being  all  the  directors  of  the  Hi-Sky  Aero- 
plane Company,  and  being  all  present  at  the  office  of  said  company,  do 
hereby  consent  to  an  immediate  meeting  of  the  board  of  directors  of 
said  company  at  this  hour,  10  o'clock  a.  m.,  at  the  office  of  said  com- 
pany, for  the  transaction  of  any  and  all  business  pertaining  to  the 
affairs  of  the  company  which  may  come  before  such  meeting,  and  we 
hereby  waive  notice  of  such  meeting. 

In  witness  whereof,  etc. 

Signed  by  all  directors. 

See  §§  1068,  1130  et  seq.,  1139. 


directors'  meetings.  417 

FOEM  626. 

Call  by  President. 
To  E  F,  secretary: 

I,  the  undersigned,  president  of  the  Fisher  Automobile  Company, 
by  virtue  of  the  authority  vested  in  me  by  the  by-laws  of  this  company, 
hereby  call  a  special  session  of  the  board  of  directors  to  meet  at  the 
office  of  the  company  at  2  o'clock  p.  m.  on  the  13th  day  of  March,  1910, 
for  the  purpose  of  considering  the  report  of  the  auditing  committee 
relating  especially  to  an  alleged  shortage  of  the  treasurer  in  his  ac- 
counts, and  to  take  such  action  in  connection  therewith  as  the  board 
may  deem  advisable. 

You  will  therefore  notify  each  member  of  the  board  of  directors  to 
be  present  at  such  time  and  place.  A  B,  President. 

See  §  1139. 

FOEM  627. 

Call  by  President. 
To  C  D: 

I  hereby  notify  you  as  a  member  of  the  board  of  directors  of  the 
National  Biscuit  Company  that  there  will  be  a  special  meeting  of  the 
board  of  directors  of  the  company  at  the  office  of  the  company,  No. 
200  Main  street,  Jersey  City,  on  Monday,  March  15th,  at  10  o'clock 
a.  m.  for  the  purpose  of  considering  a  proposition  made  by  the 
Mothers'  Bread  Company,  a  corporation  organized  under  the  laws  of 
New  Jersey,  for  the  purpose  of  considering  a  proposition  to  consolidate 
the  two  companies  and  to  meet  the  board  of  directors  of  the  Mothers' 
Bread  Company  at  such  time  and  place,  and  to  take  such  action  in 
relation  thereto  as  the  board  may  deem  advisable. 

(Signed)     A  B,  President. 

See  §  1139. 

FOEM  628. 

Call  by  Members  of  Board. 

To  E  F,  secretary  of  the  Hot  Air  Stove  Company : 

We,  the  undersigned,  members  of  the  board  of  directors  of  the  Hot 
Air  Stove  Company,  by  virtue  of  the  authority  vested  in  us  by  the 
by-laws  of  the  said  company,  hereby  call  a  special  meeting  of  the 
board  of  directors  of  the  said  company,  to  meet  at  its  office  on  Tues- 
day, the  20th  day  of  March,  1910,  at  10  o'clock  a.  m.  for  the  purpose 
of  considering  a  proposition  made  to  this  company  to  purchase  the 
plant,  property  and  assets  of  the  Indianapolis  Hot  Air  Company,  and 

27— Thomp.  Corp.  VII. 


418  CORPORATION  FORMS. 

to  take  such  steps  in  connection-  therewith  as  the  board  may  deem  ad- 
visable. 

You  will  therefore  issue  notice  immediately  to  all  the  other  members 
of  the  board  to  be  present  at  such  time  and  place,  and  stating  the  pur- 
pose of  the  said  meeting.  ( Signed  by directors. ) 

See  §  1139. 

C.  Notice  of  Meetings  and  Minutes. 

FOEM  629. 

Notice  of  Directors'  Meeting. 

New  York,  N.  Y., ,  1910. 

AB: 

Dear  Sir — You  are  hereby  notified  that  the  regular  monthly  meet- 
ing of  the  board  of  directors  of  the  Hi-Sky  Aeroplane  Company  will 
be  held  at  the  office  of  the  company,  room ,  Sky  Scraper  Build- 
ing, No. street,  city  of  New  York,  at  10  o'clock  a.  m. 

on  the day  of ,  1910. 

Dated  and  signed.  E  F,  Secretary. 

See  §§  1130,  1131. 

FOEM  630. 

Notice  of  Special  Meeting. 

New  York,  N.  Y., ,  1910. 

AB: 

You  are  hereby  notified  that  pursuant  to  the  call  of  the  president 
there  will  be  a  special  meeting  of  the  board  of  directors  of  the  Hi-Sky 

Aeroplane  Company,  at  the  office  of  the  company,  room , 

street,  city  of  ,  at  10  o'clock  a.  m.  on  the  day  of 

,  1910,  for  the  purpose  of  electing  a  treasurer  to  fill  the  vacancy 

occasioned  by  the  death  of  K  L,  resigned,  and  for  the  transaction  of 
business  pertaining  to  such  election,  fixing  his  salary,  requiring  bond, 
etc. 

By  order  of  the  president.  E  F,  Secretary. 

See  §§  1138-1140. 


directors'  meetings.  419 

FORM  631. 

Minutes  of  Directors'  Meeting. 

Minutes  of  the  First  Meeting  of  the  Swift  Automobile  Com- 
pany, Held  on  the Day  of ,  1910. 

Pursuant  to  written  call  (or  waiver  of  notice),  the  board  of  directors 

of  the  Swift  Automobile  Company,  of  ,  held  its  first  meeting 

in  the  office  of  ,  street,  city  of  ,  at  10  o'clock 

a.  m.,  on  the  10th  day  of  January,  1910. 

The  following  named  members  of  the  board  were  present :  A  B, 
C  D,  E  F,  G  H,  who  constitute  a  quorum  of  said  board.  K  L  was 
absent. 

The  meeting  was  called  to  order  by  C  D,  who  stated  the  object  of 
the  meeting,  and  thereupon,  on  his  motion,  A  B  was  elected  chair- 
man of  the  meeting,  and  by  consent  E  F  was  appointed  secretary. 
The  secretary  then  presented  and  read  the  call  and  notice  (or  waiver 
of  notice)  pursuant  to  which  the  meeting  was  held.  The  same  was 
ordered  spread  upon  the  minute  book,  to  follow  the  minutes  of  the 
meeting. 

Thereupon  the  chairman  announced  the  first  business  in  order  to  be 
the  election  of  officers  to  serve  for  the  remainder  of  the  corporate  year 
and  until  their  successors  were  duly  elected,  and  appointed  C  D  teller, 
to  conduct  the  election.  The  votes  of  those  present  were  duly  cast  by 
ballot,  and  resulted  in  the  election  of  the  following  officers : 

President,  A  B ;  vice-president,  C  D ;  secretary,  E  F ;  treasurer,  K  L. 

On  motion  it  was  ordered  that  the  secretary  be  required  to  take  and 
subscribe  a  written  oath,  and  that  the  same  be  spread  upon  the  minute 
book  following  the  minutes  of  this  meeting. 

On  motion  it  was  ordered  that  the  treasurer  give  bond  as  provided 
in  the  by-laws  in  the  sum  of dollars,  with  sureties  to  be  ap- 
proved by  the  board  of  directors. 

On  motion  it  was  ordered  that  the  president  and  treasurer  be  au- 
thorized to  lease  an  office  for  the  use  of  the  company  at  No.  

Broadway,  New  York  City,  the  rental  thereof  not  to  exceed  

dollars  per  month,  and  that  the  regular  meetings  of  the  board  be  held 
at  such  office  on  Tuesday  and  Friday  of  each  week  at  the  hour  of  4 
o'clock  P.  M. 

On  motion  the  secretary  was  ordered  to  procure  1,000  certificates  of 
common  stock  and  500  certificates  of  preferred  stock  in  form  as 
adopted  by  the  stockholders;  that  he  also  procure  a  corporate  seal  as 


420  CORPORATION   FORMS. 

provided  in  the  by-laws  and  such  records,  stock  and  transfer  books, 
books  of  account,  stationery,  one  typewriter  and  such  other  office  sup- 
plies as  may  be  necessary  for  his  convenience  and  for  the  proper  con- 
duct of  the  business  of  the  company. 

On  motion  it  was  ordered  that  the  president  and  secretary  be  au- 
thorized to  employ  an  assistant  to  the  secretary  at  a  salary  not  to  ex- 
ceed   dollars  per  week,  and  that  they  be  authorized  to  employ 

a  competent  stenographer  and  typewriter  at  a  sum  not  to  exceed 
dollars  per  week. 

On  motion  the  secretary  was  ordered  to  prepare  the  proper  cer- 
tificates of  election  of  the  members  of  the  board  of  directors  and  the 

officers  as  required  by  the  statute  of  the  state  of and  that  the 

proper  officers  execute  and  file  the  same  as  required  by  the  laws  of  said 
state ;  and  that  the  secretary  be  ordered  to  record  a  copy  of  the  same 
in  the  minute  book. 

On  motion  it  was  ordered  that  the  treasurer  deposit  the  funds  of 
this  company  in  the  Gibraltar  National  Bank,  and  that  he  pay  from 
the  company's  funds  all  expenses  properly  incurred  in  connection  with 
the  incorporation  of  the  company  as  passed  upon  and  allowed  by  this 
board. 

On  motion  it  was  ordered  that shares  of  the  capital  stock  of 

this  company  be  issued  to  0  K  in  full  payment  for  his  services  for 
promoting  this  company  as  determined  by  the  stockholders  and  pur- 
suant to  an  agreement  made  between  him  and  A  B  and  C  D. 

On  motion  the  treasurer  was  ordered  to  examine  or  to  have  ex- 
amined the  conveyances  of  property  made  by  the  firm, &  Co., 

to  this  corporation,  and  to  see  that  they  were  properly  executed  and 
recorded. 

The  following  bills  were  presented  and  allowed  and  ordered  paid: 
(Here  state.) 

The  president  presented  to  the  attention  of  the  board  the  written 

proposal  of to  transfer  and  assign  to  this  corporation  certain 

property,  which  was  read  by  the  secretary  and  which  said  written  pro- 
posal is  in  these  words,  to  wit:  (Here  copy.) 

After  due  consideration  of  said  proposal,  the  following  resolution 
was  adopted:  (Here  set  out  resolution.) 

On  motion  the  meeting  adjourned. 

(Signed)     ,  Secretary. 

,  President. 

Pursuant  to  directions  in  the  preceding  minutes,  the  following 
papers  and  documents  are  here  recorded  as  a  part  of  the  minutes  of 
said  meeting: 

1.    Call  and  waiver  of  notice  of  meeting. 


directors'  meetings.  421 

2.  Secretary's  oath  of  office. 

3.  Bond  of  treasurer. 

4.  Forms  of  stock  certificates.  ,  Secretary. 

See  §§  1068,  1130  et  seq.,  1150  et  seq.,  1840  et  seq. 

D.    Resolutions  Generally. 

FOEM  632. 
To  Borrow  Money. 

Resolved,  That  the  president  and  secretary  of  this  company  be  and 
they  are  hereby  authorized  to  borrow  money  for  or  on  behalf  of  this 

company  not  exceeding dollars ;  and  they  are  hereby  authorized 

on  behalf  of  this  company  to  secure  the  repayment  of  such  loans  by 
mortgaging  (or  pledging)  the  property  of  the  company  as  they  may 
deem  expedient  or  as  may  be  required. 

See  §§  1192,  2165  et  seq.,  2525  et  seq. 

FORM  633. 
To  Borrow  Money. 

Whereas,  This  company  is  now  indebted  to  the  State  National  Bank 

in  the  sum  of  — ■ dollars,  is  indebted  to  the  United  States  Steel 

Corporation  in  the  sum  of dollars ;  and 

Whereas,  This  company  has  not  now  money  and  funds  with  which 
to  pay  such  indebtedness,  but  has  ample  property  to  secure  the  same ; 
and 

Whereas,  All  of  said  sums  are  past  due  and  payment  of  the  same  has 
been  demanded ;  therefore,  be  it  resolved,  That  the  president  of  this 
company  be  and  is  hereby  authorized  to  borrow  of  the  Consolidated 
Trust  Company  a  sum  sufficient  to  pay  the  said  several  sums  so  due 
and  owing  by  this  company,  at  such  times  and  at  such  rate  of  interest 
as  he  may  deem  expedient  and  as  may  be  required  by  said  bank,  to 
secure  the  same  by  a  mortgage  on  the  property  of  this  company,  which 
mortgage  shall  be  executed  in  the  name  of  the  company  by  the  presi- 
dent and  attested  by  the  secretary  with  the  seal  of  the  corporation 
affixed. 

See  §§  1192,  2165  et  seq.,  2525  et  seq.,  1865  et  seq. 


422  CORPORATION    FORMS. 

FORM  634. 
To  Borrow  Money. 

Resolved,  That  the  president  and  treasurer  of  this  corporation  bor- 
row the  sum  of dollars  at  interest  therefor  not  to  exceed  5  per 

cent,  and  to  give  therefor  such  notes,  bonds  or  pledges  of  this  com- 
pany as  to  them  may  seem  proper  and  to  the  satisfaction  of  the  lender ; 
and  said  president  and  treasurer  are  hereby  authorized  to  make  and 
execute  such  bonds  or  pledges  in  respect  to  securing  said  indebtedness 
now  or  hereafter  existing  as  may  be  required  by  such  lender,  or  as  may 
be  expedient  and  legal. 

See  §  1192. 

FOEM  635. 
Selecting  Bank  for  Deposit. 

On  motion  it  was  resolved  that  the  treasurer  be  and  is  hereby  au- 
thorized to  open  a  bank  account  with  the  Fidelity  National  Bank  of 
the  city  of  Trenton,  and  that  until  otherwise  ordered  the  funds  and 
moneys  of  this  company  be  deposited  to  its  credit  in  said  bank,  and 
that  funds  so  deposited  are  hereby  authorized  to  be  paid  upon  checks 
of  the  company  annually  signed  b}r  its  treasurer  and  countersigned  by 
its  president. 

And  on  motion  it  was  further  resolved  and  ordered  that  the  secre- 
tary of  this  company  certify  under  his  hand  and  seal  the  foregoing 
resolution,  together  with  the  section ,  Article ,  of  the  by- 
laws of  this  company;  and  that  he  further  certify  to  said  bank  the 
election  of  A  B  and  C  D  as  president  and  secretary,  respectively,  of 
this  corporation. 

FORM  636. 
Appointing  Time  for  Regular  Meetings. 

The  following  resolution  was  submitted  for  consideration : 

Resolved,  That  the  regular  meeting  of  the  board  of  directors,  other 
than  the  regular  annual  meeting,  shall  be  held  at  the  office  of  the  com- 
pany in  the  said  city  of ,  county  of ,  state  of ,  on 

Monday  of  each  week  at  the  hour  of  4  o'clock  p.  m.,  and  that  no  fur- 
ther notice  of  such  meetings  need  be  given. 

On  motion  of  L  M  the  resolution  was  unanimously  adopted. 

See  §  1130. 


directors'  meetings.  423 

FORM  637. 
Making  Calls. 

Resolved,  That  a  call  be  and  is  hereby  made  of dollars  per 

share  on  the  unpaid  capital  stock  of  this  company,  and  that  the  same 
be  payable  to  the  treasurer  of  this  company  at  the  office  of  the  com- 
pany on  or  before  the day  of ,  1910. 

§  3699  et  seq. 

FORM  638. 
Making  Calls. 

On  motion  the  following  preamble  and  resolutions  were  unanimously 

adopted : 

Whereas,  The  subscriptions  to  the  capital  stock  of  this  company  are 
payable  at  such  times  and  on  such  terms  as  the  board  of  directors  may 
determine ;  and 

Whereas,  The  law  requires  at  least per  cent  of  said  capital 

stock  to  be  paid  within months  after  the  incorporation ;  and 

Whereas,  This  company  is  in  need  of  funds  with  which  to  start  and 
carry  on  its  business, 

Therefore,  be  it  resolved,  That  the  subscribers  to  the  capital  stock 
of  this  company  be  and  they  are  hereby  required  to  pay  their  subscrip- 
tions as  follows : 

Twenty-five  per  cent  thereof  to  be  paid  on  or  before  the  first  Monday 

of  July,  1910. 

Twenty-five  per  cent  to  be  paid  on  or  before  the  first  Monday  of 

October,  1910. 

Twenty-five  per  cent  to  be  paid  on  or  before  the  first  Monday  of 

January,  1911. 

Twenty-five  per  cent  to  be  paid  on  or  before  the  first  Monday  of 

April,  1911. 

That  said  sums  be  paid  to  the  treasurer  at  the  office  of  this  com- 
pany, No.  200  Main  street,  in  the  city  of ,  county  of  , 

state  of . 

And  be  it  further  resolved,  That  the  secretary  of  this  company  no- 
tify each  of  the  subscribers  to  the  capital  stock  of  this  company  of  the 
time  and  place  of  the  payment  of  said  calls. 

§§  3694,   3699,  3700,  3702  et  seq.,  3711. 


424  CORPORATION'   FORMS. 

FORM  639. 
Declaring  Forfeiture  of  Stock. 

Whereas,  The  board  of  directors  of  the  Cold  Ice  Company  did,  on 
the  10th  day  of  January,  1910,  by  resolution  duly  adopted,  make  an 
assessment  and  call  upon  all  the  capital  stock  of  this  company  of  25 
per  cent,  the  same  being  $25  per  share  on  each  and  every  share  of  the 
capital  stock  of  said  company,  and  which  said  call  and  assessment  was 
by  said  resolution  made  payable  on  the  25th  day  of  February,  1910; 
and 

Whereas,  This  corporation  did  on  the  said  10th  day  of  January, 
1910,  give  notice  of  said  assessment  and  call  to  L  M,  a  stockholder  in 
said  Cold  Ice  Company,  as  provided  by  the  by-laws  of  said  company ; 
and  which  said  notice  was  duly  served  on  the  said  L  M  on  the  said 
10th  day  of  January,  1910,  by  delivering  a  copy  thereof  to  him,  and 
which  said  notice  is  in  these  words  and  figures:  (here  insert  notice 
as  Forms  652,  653) ;  and 

Whereas,  More  than  thirty  days  have  elapsed  since  the  time  set  for 
the  payment  of  such  assessments  and  calls  and  from  the  time  they 
were  due  and  payable  as  required  by  the  said  resolution  and  notice  so 
given  as  aforesaid ;  and 

Whereas,  There  is  now  due  and  unpaid  from  the  said  L  M  as  such 
stockholder  to  this  company  upon  such  assessment  and  call  the  sum 
of  $250  on  his  ten  shares  of  the  capital  stock  of  this  company,  as  evi- 
denced by  certificate  numbered  15,  issued  and  dated  on  the  18th  day 
of  July,  1909,  to  the  said  L  M,  at  the  par  value  of  $100  per  share,  to- 
gether with  interest  thereon  since  the  said  25th  day  of  February, 
1910 ;  and 

Whereas,  the  said  L  M  has  failed,  neglected  and  refused  to  pay  said 
assessment  and  call,  and  the  said  sum  of  $250,  with  interest  thereon ; 

Now,  therefore,  it  is  hereby  ordered  by  the  board  of  directors  of  the 
said  Cold  Ice  Company,  that  the  said  ten  shares  of  the  capital  stock 
of  this  company,  as  evidenced  by  certificate  numbered  15,  issued  and 
dated  on  the  18th  day  of  July,  1909,  to  the  said  L  M,  and  so  owned  by 
said  L  M,  be,  and  they  hereby  are  forfeited  for  the  failure  to  pay  the 
said  assessment  and  call  and  for  failure  to  pay  the  said  sum  of  $250, 
with  interest  due  thereon ;  and  it  hereby  ordered  by  this  board  that  the 
title  of  the  said  L  M  in  and  to  the  said  ten  shares  of  stock  so  owned 
by  him  shall  be  and  it  is  now  hereby  forfeited  to  this  company ;  and 
it  is  ordered  that  the  said  L  M,  by  reason  of  said  delinquincy,  forfeit 
to  this  company  all  his  right,  title  and  interest  in  and  to  the  said  ten 
shares  of  the  capital  stock  of  this  company. 


directors'  meetings.  425 

It  is  further  hereby  ordered  by  the  board  of  directors  that  such  ten 
shares  of  stock  or  such  part  thereof,  or  so  many  shares  thereof  as  may 
be  necessary  to  pay  and  satisfy  the  said  sum  of  $250,  with  accrued 
i  interest,  and  the  costs  and  expenses  of  said  sale,  be  sold  at  public  auc- 
tion at  the  office  of  this  company,  No.  200  West  Main  street,  in  the 
city  of  Jersey  City,  state  of  New  Jersey,  on  the  25th  day  of  April, 
1910. 

It  is  further  ordered  that  the  secretary  of  this  company  give  due 
and  proper  notice  of  the  forfeiture  of  said  stock  and  of  the  time  and 
place  of  the  sale  thereof. 

It  is  further  ordered  that  the  treasurer  of  this  corporation  shall 
make  the  sale  of  said  stock  at  public  auction  at  the  time  and  place  as 
herein  fixed  and  pursuant  to  notice  duly  given,  and  that  he  sell  the 
said  shares  of  stock,  or  so  many  of  said  shares  or  so  much  of  said  stock 
as  will  pay  and  satisfy  the  costs  and  expenses  of  said  sale  and  the  said 
sum  of  $250  due  thereon,  together  with  interest,  and  that  upon  the 
sale  thereof  and  payment  therefor  a  proper  and  sufficient  certificate 
shall  be  issued  to  the  purchaser. 

§  3741. 

FORM  640. 

Authorizing  Sale  of  Bonds. 

Whereas,  This  board  of  directors  heretofore  on  the  day  of 

,  1910,  by  resolution  duly  adopted  and  entered,  resolved  to  issue 


and  sell  twenty-five  bonds  of  this  company  of  $1,000  each,  bearing  in- 
terest at  the  rate  of  5  per  cent  payable  semi-annually ;  and 

Whereas,  This  board  of  directors  by  proper  certificate  and  due  reso- 
lution notified  the  stockholders  of  this  corporation  of  the  need  of  the 
issue  of  said  bonds  and  its  said  purpose  to  issue  such  bonds ;  and 

Whereas,  the  stockholders  of  this  company  in  a  meeting  duly  and 
legally  assembled  for  that  purpose  by  unanimous  vote  approved,  rati- 
fied and  assented  to  said  proposed  bond  issue,  and  did  by  resolution, 
duly  adopted  and  entered,  authorize  and  direct  this  board  of  directors 
to  issue  the  said  number  of  bonds  for  such  amount  and  to  sell  the 
same  at  the  par  value  thereof,  and  which  said  resolution  was  duly  cer- 
tified by  the  proper  officers  to  this  board  of  directors  and  by  it  duly 
entered  in  the  minutes  of  this  board. 

Now,  therefore,  be  it  resolved,  That  the  firm  of  Long  &  Williams, 
brokers,  be  and  they  are  hereby  authorized  and  empowered  to  sell  the 
said  bonds  of  this  company  to  the  aggregate  face  value  of  $25,000; 
and 

Be  it  further  resolved,  That  the  said  firm  of  Long  &  Williams  be 


426  CORPORATION   FORMS. 

paid  a  commission  of  2  per  cent,  the  same  to  be  deducted  from  the 
proceeds  of  the  sale  of  said  assets ;  and 

Be  it  further  resolved,  That  the  treasurer  of  this  company  be  and 
hereby  is  authorized  and  directed  to  deliver  said  bonds  properly  en- 
dorsed to  the  said  firm  of  Long  &  Williams  and  to  take  from  them  the 
proper  receipt,  and  receive  and  receipt  them  for  the  amounts  paid  by 
them  for  this  corporation  on  account  of  sales  of  said  bonds. 

See  §  2235  et  seq. 

FORM  641. 

Purchase  of  Property. 

Whereas,  Pursuant  to  a  certain  agreement  by  and  between  A  B  and 
C  D  of  one  part  and  G  H  a  promoter  of  the  other  part,  the  said  A  B 
and  C  D  have  offered  to  this  corporation  their  certain  manufacturing 
plant,  together  with  all  the  property  and  assets  and  the  good  will  of 
the  partnership  existing  between  them,  and  in  the  name  of  which  they 
have  offered  a  certain  manufacturing  plant,  to  which  business  this 
corporation  was  organized  to  succeed,  for  the  sum  of  $25,000 ;  and 

Whereas,  In  the  opinion  of  this  board,  after  due  investigation  and 
consideration,  the  said  property,  manufacturing  plant,  assets  and  good 
will  is  of  the  value  of  $25,000;  and 

Whereas,  This  corporation  can  use  all  of  said  property  to  advantage ; 

Therefore,  be  it  resolved,  That  this  board  purchase  the  said  manu- 
facturing plant,  property  and  assets  of  the  said  A  B  and  C  D  for  the 
sum  of  $25,000;  and 

Be  it  further  resolved,  That  the  proper  officers  of  this  corporation 
be  and  they  hereby  are  instructed  to  take  the  proper  legal  steps  to  se- 
cure the  conveyance,  transfer  and  assignment  of  said  manufacturing 
plant,  and  of  all  the  property  and  assets  of  the  said  firm  and  issue  to 
A  B  and  C  D  the  stock  of  this  company  to  the  par  value  of  $25,000  in 
payment  therefor. 

FORM  642. 

Ratifying  Sale  of  Property. 

Whereas,  It  is  shown  from  the  report  of  the  president  that  he  and 
the  treasurer  of  this  company  did  on  the  20th  day  of  January,  1910, 
sell  and  dispose  of  the  following  described  property  of  this  company, 
to  wit:  (here  describe)  for  the  sum  of  $5,000,  which  said  sum  has 
been  duly  received  by  the  treasurer  and  is  now  held  by  him  for  this 
company;  and 

Whereas,  The  said  sale  was  made  without  express  written  authority 


directors'  meetings.  427 

from  this  board,  but  with  the  assent  and  the  judgment  of  the  indi- 
vidual members  of  this  board ;  and 

Whereas,  In  the  opinion  of  the  board  such  sale  was  for  the  best  in- 
terests of  the  company  and  full  value  was  received  for  said  property, 
and  the  action  of  said  officers  meets  with  the  approval  of  this  board ; 

Now,  therefore,  be  it  resolved,  That  the  action  of  said  officers  in 
making  sale  of  said  property  as  aforesaid  be  and  the  same  hereby  is 
ratified,  approved  and  confirmed,  and  that  said  action  of  such  officers 
be  taken  and  accepted  as  the  action  of  the  corporation  and  this  board, 
and  that  the  sale  and  assignment  thereof  be  ratified,  confirmed  and  ac- 
cepted as  the  duly  executed  contracts  and  assignments  and  transfers 
of  this  company  of  the  same  force  and  effect  as  if  entered  into  under 
direct  authority  from  this  board. 

FOEM  643. 
Settlement  of  Claim. 

Whereas,  One  E  S,  an  employe  of  this  company,  was  on  the  10th  day 
of  December,  1909,  injured  while  working  near  and  in  connection 
with  certain  machinery  in  the  factory  of  this  company ;  and 

Whereas,  the  said  E  S  has  brought  suit  against  this  company  for 
damages,  and  which  action  is  now  pending ; 

Now,  therefore,  be  it  resolved,  That  the  president  and  secretary  of 
this  company,  in  connection  with  the  firm  of  T  &  S  attorneys  for  this 
company  in  said  cause,  be  and  the  same  are  hereby  authorized  and  em- 
powered to  settle  and  adjust  said  claim,  and  to  make  such  settlement 
as  they  may  deem  just  and  to  the  best  interest  of  this  company,  pro- 
vided that  in  no' case  shall  more  than sum  be  paid,  and  in  case 

an  agreement  and  settlement  is  made  they  shall  report  the  same  to 
this  company  for  payment. 

FOEM  644. 

Removal  of  Plant. 

Whereas,  The  present  location  of  the  manufacturing  plant  of  this 
company  is'  hampered  and  restricted,  and  has  become  difficult  of  access 

by  the  public ;  and 

Whereas,  The  boilers  and  engines  are  old  and  are  too  small  and  ot 
insufficient  capacity  to  supply  sufficient  power  in  the  proper  operation 
of  the  company's  factory ;  and 

Whereas,  The  said  engines  and  boilers  and  other  fixtures  in  the  com- 


428  CORPORATION   FORMS. 

pany's  plant  and  factory  can  be  disposed  of  for  a  reasonable  sum ;  and 

Whereas,  It  is  deemed  advisable  and  to  the  best  interests  of  the  com- 
pany to  remove  its  plant  and  factory ;  and 

"Whereas,  Suitable  and  convenient  place  and  quarters  with  electrical 
power  furnished  can  be  secured  at  reasonable  rentals  at  the  Laycock 
Power  Plant; 

Xow,  therefore,  be  it  resolved,  That  the  manufacturing  plant  and 
business  of  this  company  be  removed  from  its  present  location  on  Pearl 
street,  in  the  city  of  Indianapolis,  to  the  Laycock  Power  Plant  in  said 
city ;  and 

Be  it  further  resolved,  That  the  president  be  and  he  hereby  is  au- 
thorized and  directed  to  sell  the  engines  and  boilers  and  all  the  fixtures 
now  owned  by  this  company  and  located  in  its  said  plant  to  the  best 
advantage  and  for  the  best  cash  price ;  and 

Be  it  further  resolved,  That  the  general  manager  of  this  company 
be  and  he  hereby  is  authorized  and  directed  to  proceed  at  once  to  move 
the  entire  plant  of  this  company,  excepting  the  said  fixtures,  to  the 
Laycock  Power  Plant. 

FORM  645. 

Removal  of  Officer. 

Whereas,  The  report  of  the  auditing  committee  shows  many  errors 
and  grave  mistakes  on  the  part  of  C  D,  the  treasurer  of  this  company ; 
and 

Whereas,  The  said  report  shows  a  shortage  in  the  account  of  the 
said  C  Das  such  treasurer,  and  for  which  he  is  not  able  to  account; 
and 

Whereas,  the  said  C  D  as  such  treasurer  has  refused  on  request  to 
resign  his  said  position;  and 

Whereas,  It  is  believed  to  be  to  the  best  interests  of  the  company 
that  the  said  C  D  as  such  treasurer  be  removed ; 

Now,  therefore,  be  it  resolved  by  this  board  of  directors,  in  exercise 
of  the  power  vested  in  it,  that  it  does  remove  and  it  does  now  hereby 
remove  the  said  C  D  from  his  official  position  as  treasurer  of  this 
company,  and  by  such  authority  does  hereby  declare  said  office  vacant, 
and  the  said  C  D  no  longer  authorized  to  act  on  its  behalf  as  such 
treasurer;  and 

Be  it  further  resolved,  That  the  secretary  of  this  company  be  and 
hereby  is  instructed  to  notify  the  said  C  D  immediately  of  his  removal 
from  the  position  as  treasurer  of  this  company,  and  to  notify  the 
American  National  Bank,  and  the  Farmers  Loan  &  Trust  Company, 
the  depositors  of  this  company  of  the  action  of  this  board,  and  to  give 


directors'  meetings.  429 

such  other  proper  and  public  notice  of  the  removal  of  the  said  C  D  as 
may  be  sufficient  and  proper  to  protect  the  interests  of  the  company. 

FOEM  646. 
Declaring  Dividends. 

Eesolved,  That  a  dividend  of  5  per  cent  on  the  capital  stock  of  this 
company  be  and  the  same  is  hereby  declared  payable  out  of  the  surplus 
earnings  of  the  company  to  the  stockholders  according  to  heir  re- 
spective holdings;  the  same  to  be  paid  on  the day  of  March, 

1910. 

See  §§  5270,  5285,  5297  et  seq. 

FORM  647. 
Declaring  Dividends. 

Whereas,  it  is  shown  from  the  report  of  the  treasurer  that  this  cor- 
poration within  the  last  preceding  six  months  has  earned  a  net  pront 
of  $25,000  and  more;  and 

Whereas  It  is  further  shown  that  this  corporation  has  no  existing 
bonded  indebtedness,  and  no  indebtedness  other  than  current  ex- 

PeXreTs!lt  is  shown  from  the  treasurer's  report  that  the  corpora- 
tion now  has  on  hand  deposited  to  its  credit  more  than  $25,000  m 

^  Therefore,  be  it  resolved,  That  a  dividend  of  5  per  cent  on  the  cap- 
ital stock  of  this  company  be  and  the  same  is  hereby  declared  payable 
out  of  such  surplus  earnings  of  the  company  to  the  several  stockhold- 
ers according  to  their  respective  holdings,  the  same  to  be  paid  on  the 
first  day  of  March,  1910 ;  and 

Be  it  further  resolved,  That  the  secretary  give  notice  to  all  stock- 
holders of  the  amount  and  date  of  payment  of  such  dividend. 

See  §§  5270,  5285  et  seq.,  5305. 

FOEM  648. 

Declaring  Stock  Dividends. 

Whereas,  The  capital  stock  of  this  corporation  is  $100,000 ;  and 
Whereas,  The  corporation  has  accumulated  property  and  assets  ot 
the  reasonable  value  of  $125,000 ;  and 


430  CORPORATION   FORMS. 

Whereas,  The  corporation  needs  its  present  available  funds  for  the 
prosecution  and  enlargement  of  its  business ;  and 

Whereas,  The  capital  stock  of  this  corporation  might  properly  and 
legally  be  increased  to  $125,000; 

Therefore,  be  it  resolved,  That  a  stock  dividend  of  $25,000,  divided 
into  250  shares  of  the  par  value  of  $100  each  be  and  the  same  is  hereby 
declared;  and 

Be  it  further  resolved,  That  the  proper  officers  of  this  corporation  be 
and  they  are  hereby  authorized  and  directed  to  issue  to  the  stockhold- 
ers of  this  corporation  the  said  $25,000  in  stock  and  deliver  the  same 
to  the  stockholders  according  to  their  present  respective  holdings,  as 
shown  by  the  stock  and  transfer  books  of  this  corporation. 

§§  5273-5276. 

FOEM  649. 
Declaring  Dividends  on  Preferred  Stock. 

Resolved,  That  the  semi-annual  dividend  of  3  per  cent  upon  the  out- 
standing preferred  stock  of  this  company  be  and  hereby  is  declared, 
the  same  to  be  payable  from  the  surplus  profits  of  this  company  to  the 
stockholders  of  preferred  stock  as  appear  of  record  on  the  first  day  of 
March,  1910;  said  dividends  to  be  paid  on  the  20th  day  of  March, 
1910. 

Resolved  further,  That  the  treasurer  (secretary)  of  this  company  be 
and  he  is  hereby  instructed  and  directed  to  give  due  notice  of  such 
dividend  and  to  pay  the  same  on  the  day  and  date  aforesaid. 

§  5345  et  seq. 

FORM  650. 
Declaring  Dividends  on  Preferred  and  Common  Stock. 

Whereas,  The  surplus  profits  and  earnings  of  this  company  now  ex- 
ceed the  sum  of  $20,000,  required  by  the  by-laws  of  this  company  to 
be  held  as  reserve;  and 

Whereas,  Such  profits  are  not  now  required  in  the  operation  and 
prosecution  of  the  business  of  this  corporation ;  and 

Whereas,  Such  surplus  profits  are  now  available  for  the  payment 
of  dividends; 

Now,  therefore,  be  it  resolved,  That  a  dividend  of  5  per  cent  be  and 
hereby  is  declared  on  the  preferred  stock  issued  and  outstanding  of  this 
company,  and  a  dividend  of  4  per  cent  on  the  issued  and  outstanding 
common  stock  of  this  company,  the  said  dividends  to  be  payable  from 
such  net  profits  of  the  company  to  the  holders  of  such  preferred  and  of 


directors'  meetings.  431 

such  common  stock  appearing  of  record  on  the  20th  day  of  March, 
1910. 

And  be  it  further  resolved,  That  the  treasurer  of  this  company  be 
and  he  is  hereby  fully  authorized  and  instructed  to  pay  said  dividends 
on  the  first  day  of  April,  1910,  and  to  give  proper  notice  of  such  divi- 
dends to  the  stockholders  of  record  entitled  to  receive  the  same;  and 
to  take  all  other  proper  and  necessary  steps  to  carry  out  the  purposes 
and  intent  of  this  resolution. 

§§  5330  et  seq.,  5345  et  seq. 

FORM  651. 
Sale  of  Entire  Assets. 

Whereas,  A  proposition  has  been  made  by  the  board  of  directors  of 
the  Chambers  Fireless  Cooker  Company  to  purchase  the  entire  prop- 
erty and  business  of  this  company  for  $50,000,  $10,000  thereof  in  cash 
and  $40,000  in  stock  of  the  said  Chambers  Fireless  Cooker  Company, 
as  more  fully  appears  from  their  certain  written  proposition  dated 
January  10th,  1910,  and  which  said  written  proposition  is  as  follows: 
(Here  set  out)  ;  and 

Whereas,  The  stockholders  of  this  company  in  a  meeting  duly  called 
for  that  purpose,  and  at  which  all  the  voting  stock  of  the  company  was 
represented  in  person  or  by  proxy,  did  by  resolution  unanimously 
adopted  and  entered,  approve  and  ratify  said  proposed  sale,  and  did 
by  such  resolution  authorize  and  direct  this  board  of  directors  to  ac- 
cept such  proposition ; 

Now,  therefore,  be  it  resolved,  That  the  said  proposition  be  and  the 
same  is  hereby  accepted  by  this  company  on  the  terms  set  forth  in  said 
written  proposition  as  hereinbefore  set  out,  and  the  president  and  sec- 
retary of  this  company  are  hereby  empowered  and  directed  to  execute 
all  proper  instruments  and  take  all  necessary  steps  to  carry  such  accept- 
ance into  effect,  and  to  receive  on  behalf  of  this  company  the  said 
$10,000  in  cash  and  $40,000  in  stock  of  the  said  Chambers  Fireless 
Cooker  Company  and  after  the  payment  of  the  outstanding  debts  and 
obligations  of  this  company  to  distribute  the  same  to  the  stockholders 
in  proportion  to  their  respective  holdings,  and  to  take  all  such  other 
steps  in  connection  with  such  sale  and  transfer  of  the  property  as  may 
be  necessary  or  legal  for  its  proper  consumation. 


432  CORPORATION    FORMS. 

E.  Notice  of  Calls,  Dividends,  Etc. 

FOKM  652. 
Notice  of  Call. 

INDIANAPOLIS  HOT  AIR  COMPANY, 

1001  South  Meridian  Street, 

INDIANAPOLIS,  INDIANA. 

Indianapolis,  Ind.,  January  1,  1910. 
Mr.  E.  F.  White,  200  Audubon  Eoad,  City : 

Dear  Sir — You  are  hereby  notified  that  by  a  resolution  of  the  board 
of  directors  of  the  Indianapolis  Hot  Air  Company,  duly  adopted,  an  in- 
stallment of  twenty-five  per  cent  on  subscriptions  to  the  capital  stock 
of  this  company  has  been  called  for ;  and  it  has  been  ordered  by  the 
board  that  these  sums  be  paid  to  the  treasurer  of  the  company  at  its 
office  on  or  before  the  first  day  of  February,  1910. 

D.  C.  Crockett, 
Shares  subscribed,  25.  Treasurer. 

Par  value,  $100. 
Amount  of  assessment,  $250. 

See  §§  3720-3729. 

FOEM  653. 

Notice  of  Calls. 
To  A.  B. : 

You  are  hereby  notified  that  the  board  of  directors  of  the  

company,  to  the  capital  stock  of  which  you  subscribed dollars, 

has  made  the  following  calls  and  assessments  with  the  time  of  payments 
as  follows : 

Twenty  five  per  cent  thereof  due  and  payable  on  or  before  the 

day  of ,  1910 ; 

Twenty-five  per  cent  thereof  due  and  payable  on  or  before  the 

day  of ,  1910 ; 

Twenty-five  per  cent  thereof  due  and  payable  on  or  before  the 

day  of ,  1910 ; 

Twenty-five  per  cent  thereof  due  and  payable  on  or  before  the 

day  of ,1911. 

Said  sums  to  be  paid  to  the  undersigned  treasurer  of  said  corporation 

at  its  principal  office  at street,  city  of (or  the  same  to 

be  paid  at bank  in  the  city  of ).      (Signed)     CD, 

Treasurer. 

See  §  3711. 


directors'  meetings.  433 

FORM  654. 
Waiver  of  Notice  of  Calls. 

We,  the  undersigned,  subscribers  to  the  capital  stock  of  the 


company  hereby  waive  notice  of  the  time  and  place  of  payment  of  our 
respective  subscriptions  to  the  capital  stock  with  which  said  company 
is  to  begin  business,  and  we  and  each  of  us  also  waive  all  further  re- 
quirements of  the  laws  of  the  state  of as  to  notice  of  assessment 

and  payment  thereof,  and  we  hereby  agree  to  pay  our  said  respective 
subscriptions  to  A  B,  treasurer  of  said  company  in  such  amounts  and 
at  such  times  as  the  board  of  directors  may  fix  and  require,  and  with- 
out further  notice  to  us  or  either  of  us.  (Dated  and  signed.) 
See  §  3728. 

FORM  655. 
Notice  of  Sale  of  Delinquent  Stock. 

THE  HOT  AIR  BROODER  COMPANY, 


Notice. 
Pursuant  to  the  governing  statute,  notice  is  hereby  given  that  there 
is  delinquent  on  the  following  described  stock  on  account  of  an  assess- 
ment levied  thereon  on  the  first  day  of  February,  1910,  the  several 
amounts  set  opposite  the  names  of  the  respective  shareholders,  as  fol- 
lows : 


No.  of 

Number  of 

Name. 

Certificate. 

Shares. 

Amount  Due 

A  B 

1-25 

25 

$100  00 

C  D 

27 

50 

200  00 

E  F 

113 

40 

300  00 

Therefore,  in  accordance  with  the  governing  statute  and  an  order  of 
the  board  of  directors  of  this  company,  duly  made  and  entered  on  the 
first  day  of  March,  1910,  so  many  shares  of  each  parcel  of  said  above 
described  stock  as  may  be  necessary  will  be  sold  at  the  principal  office 

of  the  company,  No.  500  South  Maine  street,  city  of , ,  on 

the  10th  day  of  April,  1910,  at  2  :00  o'clock  in  the  afternoon,  to  pay 
all  delinquent  assessments  thereon,  together  with  the  costs  of  adver- 
tising and  expenses  of  the  sale  of  the  same.         G  H,  Secretary, 

500  South  Maine  Street, 


See  §  3735  et  seq. 

28— Thomp.  Corp.  VII. 


-±34  CORPORATION   FORMS. 

FORM  656. 
Sale  of  Delinquent  Stock. 

CHAMBERS  FIRELESS  COOKER  COMPANY, 


Notice  of  Sale  of  Delinquent  Stock. 
Notice  is  hereby  given  that  the  undersigned,  treasurer  of  the  Cham- 
bers Fireless  Cooker  Company,  will,  pursuant  to  the  governing  statute, 
and  on  order  of  the  board  of  directors  duly  entered,  sell  at  public  auc- 
tion on  the  first  day  of  April,  1910,  at  10:00  o'clock  in  the  forenoon, 
at  the  office  of  this  company  at  300  South  Harrison  street,  city  of 

,  state  of ,  twenty-five  shares  of  the  capital  stock  of  said 

company  now  standing  in  the  name  of  L  M,  or  so  many  of  said  shares 
as  may  be  sufficient  to  pay  and  satisfy  all  unpaid  assessments  on  said 
shares  amounting  to  two  hundred  dollars,  and  also  the  interest  thereon 

from  the day  of ,  1909,  to  the  date  of  sale,  including  all 

necessary  incidental  charges  and  expenses  of  the  sale. 

( Signed )     

Treasurer. 

FORM  657. 

Notice  of  Assessment. 

chambers  fireless  cooker  company, 
shelbyville,  indiana. 

Shelbyville,  Ind.,  February  1,  1910. 
Mr.  J.  M.  Murray,  100  Emerald  Row,  Indianapolis,  Ind. : 

Dear  Sir — You  are  hereby  notified  that  at  a  meeting  of  the  directors 
of  the  Chambers  Fireless  Cooker  Company  held  at  the  office  of  the  com- 
pany on  the  28th  day  of  January,  1910,  an  assessment  of  twenty-five 
dollars  ($25.00)  per  share  was  levied  upon  the  capital  stock  of  the  said 
company,  payable  on  the  first  day  of  March,  1910,  to  the  treasurer  of 
said  Chambers  Fireless  Cooker  Company,  at  its  principal  office,  No. 
225  South  Harrison  street,  Shelbyville,  Indiana. 

You  are  further  hereby  notified  that  any  stock  from  which  this  as- 
sessment shall  remain  unpaid  on  the  30th  day  of  April,  1910,  will  be 
deemed  delinquent  and  advertised  for  sale  at  public  auction,  and  unless 
payment  is  made  before,  will  be  sold  on  the  first  day  of  June,  1910,  to 
pay  said  delinquent  assessment,  together  with  costs  of  advertising  and 
the  expenses  of  the  sale.  W.  A.  Alexander, 

Seeretarv. 


directors'  meetings.  435 

FORM  658. 
Notice  of  Assessment. 

THE  SELF-REFRIGERATING  COMPANY, 
ANDERSON,  INDIANA. 

Anderson,  Ind.,  March  1,  1910. 
Mr.  T.  J.  Marshall,  325  W.  Washington  Street,  Indianapolis,  Ind. : 

Dear  Sir — You  are  hereby  notified  that  assessment  No.  2  of  ten  per 
cent  on  the  subscribed  capital  stock  of  the  Self-Refrigerating  Company 
has  been  made  and  called  for  by  a  resolution  of  the  board  of  directors 
of  said  company  duly  adopted,  and  the  same  is  payable  to  the  treasurer 
of  the  company  on  or  before  the  first  day  of  April,  1910, 

A.  0.  Barker,  Secretary. 

FORM  659. 
Notice  of  Dividend. 

THE  FITCH  CHEWING  GUM  COMPANY, 

300  Ft.  Wayne,  Ave., 

INDIANAPOLIS,  INDIANA. 

Indianapolis,  Ind.,  February  10,  1910. 
Mr.  F.  R.  Campbell,  212  Canal  Street,  Logansport,  Ind. : 

Dear  Sir — You  are  hereby  notified  that  the  directors  of  The  Fitch 
Chewing  Gum  Company  have  this  day  declared  a  dividend  of  twenty- 
five  per  cent  on  the  capital  stock  of  the  company,  payable  March  1, 
1910,  to  the  stockholders  who  appeared  of  record  at  the  close  of  busi- 
ness February  28, 1910.  J.  T.  Barnett, 

Treasurer. 

FORM  660. 

Notice  of  Dividend. 

THE  immaculate  laundry  company, 
500  Rogues  Run, 

INDIANAPOLIS,  INDIANA. 

Indianapolis,  Ind.,  January  1,  1910. 
Mr.  M.  C.  Leeds,  200  Woodruff  Place,  City : 

Dear  Sir — The  directors  of  The  Immaculate  Laundry  Company 
have  this  day  declared  a  quarterly  dividend  of  two  per  cent  on  the  cap- 
ital stock  of  this,  company,  payable  January  10,  1910,  to  the  stockhold- 
ers of  record  at  the  close  of  business  January  7,  1910. 


436  CORPORATION   FORMS. 

Transfer  books  will  close  January  9,  1910,  and  reopen  January  15, 
1910. 

Checks  with  accompanying  receipts  will  be  duly  mailed. 

T.  R.  Bradfield, 

Treasurer. 
FORM  661. 

Notice  of  Dividend. 

THE  SACCHARINE  CANDY  COMPANY, 

250  North  Pennsylvania  Street, 

INDIANAPOLIS,  INDIANA. 

Indianapolis,  Ind.,  March  1,  1910. 
R.  0.  Sanders,  Esq.,  French  Lick,  Ind. : 

Dear  Sir — I  take  pleasure  in  notifying  you  that  the  directors  of 
The  Saccharine  Candy  Company  have  this  day  declared  a  dividend  of 
twenty-five  per  cent  on  the  common  capital  stock  of  this  company  pay- 
able April  1,  1910,  to  stockholders  of  record  March  31,  1910. 

The  books  of  this  company  for  the  transfer  of  common  stock  will  be 
closed  at  4:00  o'clock  r.  m.,  March  31,  1910,  and  will  be  opened  April 
2,  1910,  at  9 :00  o'clock  a.  m.  A.  R.  Benjamin, 

Secretary. 

This  notice  may  be  made  by  publication. 


FORM  662. 
Notice  of  Dividend  with  Check. 

THE  KEYLESS  LOCK  COMPANY, 

5020  Massachusetts  Avenue, 

INDIANAPOLIS,  INDIANA. 

Indianapolis,  Indiana,  March  10,  1910. 
Mr.  I.  C.  Coombes,  500  Indiana  Avenue,  City : 

My  Dear  Sir — On  the  1st  day  of  March,  1910,  the  directors  of  this 
company  declared  the  regular  quarterly  dividend  No.  12  of  two  per 
cent  upon  the  preferred  stock  of  this  company,  payable  this  day  to 
stockholders  of  record  on  the  9th  day  of  March,  1912. 

Enclosed  please  find  check  for  ten  dollars  ($10.00),  being  the  full 
amount  of  the  dividend  due  you  on  your  five  (5)  shares  of  stock  of  the 
par  value  of  one  hundred  dollars  ($100.00),  each  standing  in  your 
name. 

Kindly  sign  and  return  the  enclosed  receipt  and  advise  W.  B.  Alex- 
ander, the  secretary,  of  any  change  in  your  address. 

J.  T.  Barnett, 

Treasurer. 


directors'  meetings.  437 

FORM  663. 

Notice  of  Dividend— Request  for  Mailing  Orders. 

•the  national  automobile  company, 
504  Bast  23rd  Street, 

INDIANAPOLIS,  INDIANA. 

Indianapolis,  Ind.,  January  10,  1910. 
To  Stockholders  of  said  Company: 

All  stockholders  of  the  ahove  named  corporation  are  hereby  notified 
that  a  dividend  of  five  dollars  ($5.00)  per  share  was  this  day  declared 
on  the  preferred  stock  of  The  National  Automobile  Company,  payable 
on  and  after  the  1st  day  of  February,  1910,  to  the  stockholders  of  rec- 
ord at  the  close  of  business  on  January  9,  1910. 

The  stockholders  are  further  notified  that  the  transfer  books  will  not 
be  closed  for  the  payment  of  the  above  mentioned  dividend. 

All  stockholders  are  requested  to  make  demand  by  filing  mailing  or- 
ders for  dividends  with  the  undersigned  treasurer  of  said  company, 
and  from  whom  blank  orders  can  be  had  on  application. 

M.  C.  Pierce, 

Treasurer. 


ARTICLE  SEVEN. 
STOCK  CERTIFICATES— ASSIGNMENTS. 

a.  Common  Stock. 

b.  Preferred  Stock. 

c.  Lost  Certificate. 

d.  Assignments  and  Transfer. 

a.    Common  Stock  Certificates. 

FORM  664. 

Common  Stock  Certificate. 

Number .  Shares. 

Par  Value Dollars  Each. 

The Company, 

Incorporated  Under  the  Laws  of  the  State  of . 

Preferred  Stock,  $ .  Common  Stock,  $ . 

Full  Paid  and  Non- Assessable. 

This  is  to  certify  that  is  the  registered  owner  of  

shares  of  the  common  stock  of  this  company,  transferable  only  on  the 
books  of  the  company  by  the  said  owner  in  person  or  by  duly  author- 
ized attorney  upon  surrender  of  this  certificate  endorsed. 

This  certificate  of  common  stock  is  subject  to  the  rights  of  the  pre- 
ferred stock  as  provided  in  the  articles  of  incorporation  and  in  the  cer- 
tificates of  preferred  stock,  and  the  holder  hereof  takes  the  same  sub- 
ject to  such  preference. 

Witness  the  seal  of  the  company  and  the  signatures  of  its  president 

and  secretary  this day  of ,  A.  D.  1910. 

(Corporate  Seal.)  _ . 

Attest :     _  President. 

Secretary. 

See   §§  3455  et  seq.,   3480   et  seq.  See  also,  §§  4460-4477. 

438 


STOCK    CERTIFICATES — ASSIGNMENTS.  439 

FORM  665. 

Common  Stock  Certificate. 

No. Shares. 

Incorporated  Under  the  Laws  of . 

The Company, 

Capital  Stock  $100,000. 
Shares  $100  Each. 
Full  Paid  and  Non-Assessable. 
This  is  to  certify  that  A  B  is  the  owner  of  100  shares  of  the  capital 

stock  of  the company,  transferable  only  on  the  books  of  the 

company  by  the  holder  thereof  in  person,  or  by  duly  authorized  attor- 
ney, upon  surrender  of  this  certificate. 

In  witness  whereof  said  corporation  has  hereunto  set  its  name  by  its 
president  and  treasurer  (or  secretary)  with  the  corporate  seal  affixed 
hereto.  A  B, 

(Corporate  Seal.)  President. 

C  D,  Treasurer  (Secretary). 

See  §§  3431,  3455  et  seq.,  3480  et  seq.,  3900  et  seq.,  4810  et  seq. 

FORM  666. 

Stock  Certificate — Standard  Oil  Form. 

This  is  to  certify  that is  entitled  to  shares  of  one 

hundred  dollars  each  in  the  capital  stock  of  the  Standard  Oil  Com- 
pany, transferable  on  the  books  of  the  company  in  person  or  by  attor- 
ney, only  on  the  surrender  of  this  certificate  and  the  payment  of  all 
liabilities  on  the  part  of  the  holder  to  the  company,  subject  to  the  pro- 
visions of  law  and  by-laws  of  the  company.  (Signed.) 

FORM  667. 

Common  Stock  Certificate — Partly  Paid  Stock. 

No. Shares. 

Incorporated  Under  the  Laws  of . 

The Company. 

Capital  Stock  $100,000. 
Shares  $100  Each. 
This  certifies  that  A  B  is  the  owner  of  100  shares  of  the  partly  paid 
capital  stock  of  the  company,  transferable  only  on  the  books 


440  CORPORATION    FORMS. 

of  the  said  company  in  person  or  by  duly  authorized  attorney,  upon 

the  surrender  of  this  certificate.     This  further  certifies  that  

per  cent  of  the  par  value  of  the  said  shares  of  stock  has  been  paid  in 
cash  on  the  shares  of  stock  named  in  this  certificate.  The  said  A  B  and 
his  assignees  accept  this  certificate  subject  to  liability  for  the  payment 
upon  said  shares  of  all  unpaid  installments,  which  shall  be  called  by 
the  board  of  directors,  at  any  time  prior  to  the  transfer  of  this  certifi- 
cate upon  the  books  of  the  company. 

Signed. 
See  §  3450  et  seq. 

FORM  668. 

Common  Stock  Installment  Certificate. 

Number .  Shares 

Par  Value  $100  Each. 

The Company. 

Incorporated  Under  the  Laws  of  the  State  of . 

Preferred  Stock,  $ .  Common  Stock,  $ . 


-,  1910. 


This  is  to  certify  that ,  who  is  a  subscriber  for shares 

of  the  preferred  capital  stock  of  the company  at  par,  has  paid 

into  the  treasury  of  the  company  on  account  of  his  said  subscription 

$ Per  share.     Upon  payment  of  the  remaining  installments  of 

said  subscription  and  surrender  of  this  certificate,  accompanied  by  evi- 
dence that  the  remaining  installments  of  said  subscription  have  been 

paid,  duly  executed  stock  certificates  for  said  shares  will  be 

issued  to  the  said or  his  assigns. 

This  certificate  is  transferable,  and  all  the  rights  of  the  owner  there- 
of shall  pass  by  duly  executed  assignment  to  his  assignee. 


Secretary.  President. 

See   §§  3450  et  seq.,  3900  et  seq.,  3508,  3511. 


STOCK    CERTIFICATES— ASSIGNMENTS. 


441 


FORM  669. 
Stock  Certificate  With  Stub. 


Certificate  No.  1. 
For  10  Shares. 

Dated, ,  1910. 

Issued  to 

A  B, 

Street, 

(City.) 

Issued     against     surren- 
dered Certificate  No.  3. 


Received   the   above   cer- 
tificate  this  ■  day 

of 1910. 

AB. 
This  certificate  cancelled 

,  1910. 

Certificates  issued  in  its 
stead  as  follows : 

No. for Share. 

No. for Share. 

No. for ■  Share. 


N0  l  10  Shares. 

Incorporated  Under  the  Laws  of . 

Company. 

Capital  Stock  $200,000. 
Shares  $100  Each. 

Full-Paid  and  Non-Assessable. 

This  is  to  certify  that  A  B  is  the  owner 
of  ten  shares  of  the  common  capital  stock 

0f  the company,  transferable  only 

on  the  books  of  the  company  by  the  said 
owner  thereof  in  person  or  by  duly  author- 
ized attorney,  upon  surrender  of  this  cer- 
tificate properly  endorsed. 

Witness  the  seal  of  the  company  and  the 

signatures  of  its  duly  authorized  officers 

affixed   in   ,   this   


-,  1910. 


(Corporate  Seal.) 
CD, 

Treasurer. 


AB, 

President. 


See    §§  3511,   3522,   3431,   4810   et  seq. 


No. 


FORM  670. 
Stock  Certificate— Founders'  Shares. 

Incorporated  Under  the  Laws  of 

Company,  Trenton,  N.  J. 


Shares. 


Capital  Stock  One  Hundred  Thousand  Dollars  ($100,000). 
Shares  One  Hundred  Dollars  ($100)  Each. 
This  is  to  certify  that  A  B  is  the  owner  of  ten  founders'  shares, 
numbered  consecutively  from to ,  of  one  hundred  dol- 
lars each  of  the  capital  stock  of  the  above  named  company.  The  said 
stock  is  transferable  only  on  the  books  of  the  corporation  by  the 
owner  thereof  in  person,  or  by  duly  authorized  attorney,  upon  the  sur- 
render of  this  certificate  properly  endorsed. 

It  is  mutually  agreed  that  this  certificate  is  accepted  and  the  said 


442  CORPORATION    FORMS. 

founders'  share?  are  held  subject  to  the  provisions  of  a  certain  resolu- 
tion adopted  by  the  stockholders  of  said  company  on  the day 

of  ,  1909,  which  provided  for  the  creation  and  issue  of  not 

more  than  two  hundred  founders'  shares  of  the  par  value  of  one  bun- 
dled dollars  each  of  the  capital  stock  of  said  company,  and  which  are 
subject  to  redemption  as  provided  in  said  resolution. 

The  holder  of  this  certificate  acknowledges  notice  of  all  the  provi- 
sions of  said  resolution  and  hereby  assents  to  the  same  and  agTees  to 
hold  his  said  founders'  shares  evidenced  by  this  certificate,  subject 
thereto.  (Signed  and  Sealed.) 


§  3440. 


B.    Preferred  Stock  Certificates. 


FOEM  671. 


Preferred  Stock  Certificate. 

Number .  Shares. 

Par  Value  $ Each. 

The Company. 

Incorporated  Under  the  Laws  of  the  State  of . 

Capital  Stock  $ . 

Preferred  Stock  $ .  Common  Stock  $ . 

Full-Paid  and  Non-Assessable. 
This  is  to  certify  that  is  the  registered  owner  of  


shares  of  the  preferred  capital  stock  of  the company  transfer- 
able only  on  the  books  of  the  company  by  said  owner  in  person,  or  by 
his  duly  authorized  attorney,  upon  surrender  of  this  certificate  prop- 
erly endorsed. 

This  stock  is  part  of  an  issue  amounting  in  all  to dollars  par 

value,  authorized  by  the  certificate  of  incorporation  of  the  company 

filed  in  (insert  name  of  office  where  certificate  is  filed),  on  the 

day  of ,  A.  D.  1910. 

The  owners  of  this  preferred  stock  are  entitled  to  receive  and  the 
company  is  bound  to  pay  out  of  its  surplus  or  net  earnings  a  dividend 
at  the  rate  of,  but  never  exceeding, per  cent  per  annum,  cumu- 
lative from  and  after  the day  of ,  A.  D.  1910,  payable 

quarterly,  before  any  dividend  shall  be  set  apart  or  paid  on  the  com- 
mon stock. 

This  preferred  stock  may,  by  a  vote  of  a  majority  of  the  board  of 

directors,  be  redeemed  at  any  time  after  three  years  from  the 

day  of ,  A.  D.  19 — ,  at  the  price  of dollars  per  share 

and  any  accumulated  dividends. 


STOCK   CERTIFICATES ASSIGNMENTS.  443 

In  case  of  liquidation  or  dissolution  or  distribution  of  the  assets  of 
this  company,  the  owners  of  this  preferred  stock  shall  be  paid  the  par 
value  of  their  preferred  shares,  and  the  amount  of  dividends  accumu- 
lated and  unpaid  thereon,  before  any  amount  shall  be  distributed 
among  the  owners  of  the  common  stock,  and  after  the  payment  of  the 
par  value  of  the  common  stock  to  the  owners  thereof  the  balance  of  the 
assets  and  funds  shall  be  distributed  ratably  among  all  the  stock- 
holders without  preference. 

"Witness  the  seal  of  the  company  and  signatures  of  its  president  and 
secretary  this day  of ,  A.  D.  1910. 

( Corporate  Seal. )  ,  President. 

Attest : 

,  Secretary. 


See  §§  3427,  3586  et  seq. 


FORM  672. 


Preferred  Stock  Certificate. 
j^0  Shares. 

Incorporated  under  the  Laws  of  the  State  of . 

The Company. 

Capital  Stock  $ . 

Common  Stock  $ .  Preferred  Stock  $ . 

Full-Paid  and  Non-Assessable. 

This  is  to  certify  that  A  B  is  the  owner  of  shares  of  the 

preferred  capital  stock  of  the  company,  transferable  only  on 

the  books  of  the  company  by  the  said  owner,  in  person  or  by  duly  au- 
thorized attorney,  upon  surrender  of  this  certificate  properly  en- 
dorsed. 

The  preferred  stock  represented  by  this  certificate  is  entitled  to  an 

annual  cumulative  dividend  of  per  cent,  payable  out  of  net 

profits  before  any  dividend  is  paid  upon  the  common  stock  of  the  com- 
pany. Should  the  net  profits  in  any  year  be  insufficient  to  pay  said 
preferred  dividend,  either  in  whole  or  in  part,  any  unpaid  portion 
thereof  shall  become  a  charge  against  the  net  profits  of  the  company 
.and  shall  be  paid  in  full  out  of  said  net  profits  before  any  dividends 
are  paid  upon  the  common  stock.  After  the  common  stock  in  any  year 
shall  have  also  received  a  dividend  of per  cent,  both  the  pre- 
ferred and  common  stock  shall  participate  equally  in  any  further  divi- 
dends that  mav  be  declared  in  that  year. 

On  liquidation  of  the  company  said  preferred  stock  shall  receive 

any  unpaid  dividends  accrued  thereon  and  shall  receive  payment  of  its 

,  full  par  value  of  one  hundred  dollars  ($100)  per  share  from  the  as- 


444 


CORPORATION    FORMS. 


pets  of  the  company  before  anything  is  paid  therefrom  to  the  com- 
mon stock,  but  shall  not  participate  further  in  the  distribution  of  said 
assets. 

Witness  the  seal  of  the  company  and  the  signatures  of  its  duly  au- 
thorized officers  this day  of ,  1910. 

(Corporate  Seal.) 

,  President.  Secretary. 


FORM  673. 
Preferred  Stock  Certificate — With  Stub. 


Certificate  ISTo.  15. 

For  Ten  Shares. 

Dated  February  1,  1908. 

Issued  to 

A.  Frost, 
Street, 


Issued  against  surren- 
dered Certificate  No. 
(original  issue). 


Received  the  above  cer- 
tificate this  2d  day  of 
February,  1906. 

A.  Frost. 


No.  15.  Ten  Shares. 

Incorporated  under  the  Laws  of  the  State 

of  Xew  Jersey. 

The  Hot  Air  Stove  Company. 

Capital  Stock $150,000 

Common    Stock 100,000 

Preferred    Stock 50,000 

Shares,  $100  each. 
Full-Paid  and  Non-Assecsable. 

This  is  to  certify  that  A.  Frost  is  the 
owner  of  ten  shares  of  the  preferred  stock 
of  the  Hot  Air  Stove  Company,  transfer- 
able only  on  the  books  of  the  company  by 
the  said  owner,  in  person  or  by  duly  au- 
thorized attorney,  upon  surrender  of  this 
certificate  properly  endorsed. 

The  preferred  stock  represented  by  this 
certificate  is  entitled  to  an  annual  divi- 
dend of  six  (6)  per  cent  payable  out  of 
the  net  profits  of  the  company  before  any 
dividend  is  paid  upon  the  common  stock. 
Should  the  net  profits  in  any  year  be  in- 
sufficient to  pay  said  preferred  dividend, 
either  in  whole  or  in  part,  any  unpaid  por- 
tion thereof  shall  become  a  charge  against 
the  net  profits  of  the  company,  and  shall 
be  paid  in  full  out  of  said  net  profits  be- 
fore any  dividends  are  paid  upon  the  com- 
mon stock. 

Said  preferred  stock  is  subject  to  re- 


STOCK    CERTIFICATES — ASSIGNMENTS. 


445 


This   Certificate   No.    15 

cancelled ,  19 — . 

Certificates  issued  in  its 
stead  as  follows: 

No. for Share. 

No. for Share. 

No. for Share. 


demption  at  the  option  of  the  company  at 
any  time  after  ten  (10)  years  from  the 
first  day  of  June,  1908,  upon  payment  of 
one  hundred  and  five  dollars  ($105)  per 
share  and  any  accumulated  dividends. 

Said  preferred  stock  is  not  entitled  to 
vote  at  stockholders'  meetings  of  the  com- 
pany, nor  to  participate  in  profits  beyond 
its  fixed  preferential,  cumulative  annual 
dividend  of  six  per  cent. 

Witness  the  seal  of  the  company  and 
the  signatures  of  its  duly  authorized  of- 
ficers this  1st  day  of  February,  1908. 

(Corporate  Seal.) 

George  P.  Blow,  President. 
W.  S.  Rush,  Treasurer. 


C.    Lost  Certificate. 


FORM  674. 
Affidavit  of  Loss. 


State  of 


County  of 


ss: 


A  B,  being  duly  sworn  upon  his  oath,  says  that  he  has  been  for 
years  last  past  and  still  is  the  owner  of  ten  shares  of  the  cap- 
ital stock  of  the corporation ;  that  on  the day  of 

a  certificate  was  duly  issued  to  him  by  said  company  as  evidence  of 
his  ownership  of  said  stock,  which  said   certificate   was   numbered 

.     Affiant  further  says  that  the  said  certificate  was  on  the 

day  of by  him  accidentally  destroyed,  in  this  that  the 

same  was  by  accident  burned  or  otherwise  destroyed  or  lost. 

Affiant,  upon  his  oath,  says  that  he  has  not  sold,  assigned  or  trans- 
ferred in  any  manner  whatever  the  said  certificate  on  the  said  stock 
so  owned  by  him  and  that  he  is  now  the  owner  in  his  own  right  of 
said  stock;  that  he  makes  and  presents  this  affidavit  in  proof  of  the 
said  loss  of  said  stock  and  demands  that  a  new  certificate  be  issued  to 
him  as  evidence  of  his  ownership  of  such  stock,  and  he  tenders  here- 
with a  good  and  sufficient  bond  of  indemnity. 
(Subscribed  and  sworn  to.) 

§  3528. 


•146  CORPORATION'   FORMS. 

FORM  675. 
Bond  of  Indemnity. 

Know  all  men  by  these  presents  that  we,  A  B,  of ,  as  prin- 
cipal, and  C  D,  of ,  as  surety,  are  held  and  firmly  bound  unto 

the compan}',  a  corporation  duly  organized  and  existing  under 

the  laws  of  the  state  of ,  in  the  penal  sum  of dollars, 

to  be  paid  to  the  said company,  and  for  which  payment,  well 

and  truly  to  be  made,  we  bind  ourselves,  our  executors,  administrators 
and  assigns,  firmly  by  these  presents. 

Condition  of  this  bond  is  that  whereas  the  said  A  B  has  satisfied 
the  said  corporation  that  he  is  the  owner  of  certificate  numbered 

for  ten  shares  of  the  capital  stock  of  said  company,  but  that 

the  same  has  been  destroyed  without  his  fault  (or  lost) ;  and  the  said 
corporation  has  therefore  this  day  issued  to  said  A  B  a  duplicate  cer- 
tificate for  a  like  number  of  shares  of  the  same  class  of  stock  in  lieu 
of  said  destroyed  certificate. 

Now,  therefore,  the  condition  of  the  above  obligation  is  such  that 
the  above  bound  A  B  and  C  D,  his  surety,  shall  at  any  and  all  times 

hereafter  indemnify  and   save   harmless   the   said  company 

against  any  and  all  actions,  proceedings,  claims  and  demands  which 
may  be  made  or  brought  against  it  by  reason  of  its  having  issued  such 
new  certificate  as  aforesaid,  or  in  consequence  of  its  permitting  any 
time  hereafter  a  transfer  of  said  shares  of  stock  or  any  of  them  with- 
out the  surrender  and  protection  of  the  original  certificate  aforesaid 
(and  shall  also  deliver  or  cause  to  be  delivered  the  said  lost  certificate 
for  cancellation,  if  the  same  shall  hereafter  be  found)  ;  and  shall  also 
reimburse  this  corporation  for  any  and  all  expenses  which  may  be  in- 
curred by  it  in  consequence  of  the  said  loss  of  said  certificate  and  the 
issue  of  said  new  certificate,  then  this  obligation  to  be  null  and  void, 
otherwise  to  be  and  remain  in  full  power  and  effect.  (Signed.) 

See  §  3528. 

D.    Assignment  and  Transfer. 

FORM  676. 

Assignment  of  Stock  Certificate. 

For  value  received  I  hereby  sell,  assign  and  transfer  to  C  D 

shares  of  the  capital  stock  represented  by  the  within  certificate  and  do 
hereby  constitute  and  appoint  the  said  C  D  my  attorney  to  cause  the 
said  stock  to  be  transferred  on  the  books  of  the  within  named  company. 

(Dated  and  signed  in  presence  of  witnesses.) 

See  §§  4324,  4326. 


STOCK    CERTIFICATES — ASSIGNMENTS.  4:47 

FORM  677. 
Assignment  and  Transfer. 
For  value  received  I  hereby  sell,  assign  and  transfer  to  C  D 


shares  of  the- capital  stock  of  the company,  represented  by  the 

within  certificate,  and  I  do  hereby  irrevocably  constitute  and  appoint 

my  attorney  to  transfer  the  said  stock  on  the  books  of  the 

within  named  company,  with  full  power  of  substitution  in  the  prem- 
ises; and  I  hereby  authorize  and  direct  the  said  corporation  by  its 

officers  to  issue  to  the  said  C  D  a  certificate  for  the  said shares, 

and  to  issue  to  me  a  new  certificate  for  the  remaining shares  of 

the  said  capital  stock  represented  by  this  certificate,  and  I  hereby  sur- 
render this  certificate  for  such  purpose. 

(Dated  and  signed  in  the  presence  of  witnesses.) 

FORM  678. 
Assignment  of  Instalment  Certificate. 

For  value  received  I  heieoy  sell,  assign  and  transfer  to  C  D  all  my 
rights,  title  and  interest  in  and  to  the  shares  of  stock  referred  to  in 

the  within  certificate,  together  with  the  payment  of  dollars 

made  thereon  by  me,  and  I  do  hereby  authorize  and  direct  the  proper 
officers  of  the  within  named  corporation,  upon  full  payment  for  said 
shares  under  the  terms  of  my  subscription,  to  issue  a  certificate  for  the 
said  stock  to  the  said  C  D. 

(Signed  and  dated  in  the  presence  of  witnesses.) 

FORM  679. 

Separate  Assignment  of  Certificate. 

New  York  City,  1910. 
For  value  received  I  hereby  sell,  assign  and  transfer  to  C  D  ten 
shares  of  the  capital  stock,  being  a  part  of  my  holdings  and  stock  in 

the corporation ;  and  I  hereby  authorize  the  proper  officers  of 

said  corporation  to  make  the  transfer  of  said  shares  on  the  books 
•  of  the  corporation,  and  to  issue  to  the  said  C  D  certificates  of  stock  for 
the  said  shares  assigned  and  transferred  to  him  by  me. 

(Signed)     A  B. 
The  assignor  surrenders  his  certificate  at  the  same  time  and  has 
issued  a  new  certificate  less  the  number  of  shares  so  assigned. 


448  CORPORATION    FORMS. 

FORM  680. 

Assignment  of  Subscriptions. 

We,  the  undersigned,  all  the  subscribers  to  the  common  stock  of  the 
company,  for  and  in  consideration  of  the  sum  of dol- 


lars to  each  of  us  in  hand  paid,  and  of  other  good  and  valuable  con- 
sideration, the  receipt  of  which  is  hereby  acknowledged,  do  hereby  re- 
spectively sell,  assign  and  transfer  to  the  corporation  all  our 

subscription  rights  to  the  stock  of  said  company.     But  this 

transfer  and  assignment  is  conditioned  upon  an  acceptance  by  said 

company  of  the  proposal  of  the  said company  this  day 

made  to  purchase  the  entire  common  stock  of  said company, 

and  is  to  go  into  effect  only  upon  due  tender  by  it  of  payment  for  said 
common  stock  in  accordance  with  the  terms  of  the  said  proposal. 

(Signed.) 

FOEM  681. 

Demand  for  Transfer  of  Stock. 

To  the Company,  Its  Directors  and  Officers : 

You  are  hereby  notified  that  I  am  now  the  legal  owner  of 


shares  of  the  capital  stock  of  this  company  and  that  the  certificate  No. 

for  said shares  of  stock  issued  to  C  D,  dated  , 

has  been  duly  assigned  and  transferred  to  me,  and  which  said  original 
certificate  and  the  assignment  thereof  I  now  here  exhibit  and  present 
to  you.     And  I  now  hereby  offer  to  surrender  the  said  certificate  on 

condition  that  I  receive  a  new  certificate  for  said  shares  of 

stock  in  my  name,  and  I  do  now  demand  that  you  forthwith  transfer 
said shares  of  the  capital  stock  to  me  on  the  books  of  this  com- 
pany, and  that  you  issue  to  me  a  new  certificate  therefor  in  my  name. 

Dated .  (Signed)     A  B. 

(An  oral  demand  in  substantially  this  language  is  sufficient.) 

See  §§  4345-4353. 


ARTICLE  EIGHT. 

SIGNATURES  AND  INSTRUMENTS   EXECUTED 
BY  OFFICERS. 

FOKM  682. 

Corporate  Signature. 

The  Western  Keyless  Lock  Company, 

By  Arthur  C.  Baxter,  President. 
(Corporate  Seal.) 
Attest : 

James  I.  Dissette,  Secretary. 
See  §§  1873,  1874,  1880. 

FORM  683. 

Corporate  Signature  by  Agent. 

The  Hot  Air  Stove  Company, 

By  William  P.  Snyder,  Agent. 
See  §§  1874-1878. 

FORM  684. 

Corporate  Note  Executed  by  President. 

$1,000  Portland,  Me.,  January  10,  1910. 

Sixty  days  after  date  the  Portland  Lumber  Company  promises  to 
pay  to  the  order  of  the  Union  Trust  Company  one  thousand  dollars. 

Value  received  without  any  relief  from  valuation  or  appraisement 
laws. 

Payable  at  the  Union  National  Bank  of  Portland,  Me. 

(Signed)     Portland  Lumber  Company, 
By  John  B.  Asgor,  President. 
See  §  1890  et  seq. 

29— Thomp.  Corp.  VII.  449 


450  CORPORATION   FORMS. 

FOHM  685. 

Testimonium  Clause.   Corporate  Signature. 

In  witness  whereof,  the  said  Atlas  Engine  Company  has  caused  its 
corporate  name  to  be  hereunto  subscribed  by  its  president,  attested  by 
its  secretary,  and  the  corporate  seal  to  be  affixed  hereto. 

Atlas  Engine  Works, 
(Corporate  Seal.)  By  William  Holliday,  President. 

Attest : 

Benton  Cox,  Secretary. 

See  §  1870  et  seq. 

FOEM  686. 

Proof  of  Execution — Pennsylvania. 

Commonwealth  of  Pennsylvania,  County  of  Lehigh,  ss  : 

Be  it  remembered,  that  on  the  1st  day  of  March,  A.  D  1910,  before 
me,  Wilson  A.  Wert,  a  notary  public  in  and  for  said  county,  personally 
appeared  Marcus  S.  Hottenstein,  president  of  the  Allen  Town  Trust 
Company,  the  corporation  that  executed  the  above  and  foregoing  in- 
strument, who,  being  duly  sworn,  deposes  and  says  that  he  was  per- 
sonally present  at  the  execution  of  the  above  written  instrument  and 
saw  the  common  seal  of  said  corporation  duly  affixed  thereto,  and  that 
the  seal  so  affixed  thereto  is  the  common  and  corporate  seal  of  the  said 
company,  and  that  the  above  written  instrument  was  duly  signed, 
sealed  and  delivered  by  and  as  and  for  the  company  and  deed  of  the 
said  company  for  the  uses  and  purposes  therein  mentioned. 

FORM  687. 
Secretary's  Oath  of  Office. 

Swift  Automobile  Company. 

State  of ,  County  of ,  ss : 

I,  E  F,  secretary  of  the  Swift  Automobile  Company,  of  , 


upon  oath,  do  hereby  promise  and  swear  that  I  will  faithfully  and  im- 
partially discharge  the  duties  of  the  office  of  secretary  of  said  company 
to  the  best  of  my  skill  and  ability,  so  help  me  God. 

(Signed)     E  F. 
Subscribed  and  sworn  to  before  me,  the  undersigned  notary  public, 
this day  of ,  1910.  ,  Notary  Public. 

See  §§  1505-1517. 


EXECUTION   BY   OFFICERS.  451 

FORM  688. 
Treasurer's  Bond. 

Know  all  men  by  these  presents,  that  we,  A  B,  of ,  as  prin- 
cipal, and  C  D,  of ,  as  surety,  are  held  and  firmly  bound  unto 

the  Star  Dust  Company,  a  corporation  organized  under  the  laws  of  the 
state  of  New  Jersey,  its  successors  and  assigns,  in  a  penal  sum  of 
dollars,  to  be  paid  to  said  corporation,  its  successor  and  as- 
signs, for  which  payment  well  and  truly  to  be  made  we  do  bind  our- 
selves, our  heirs,  executors  and  administrators,  jointly  and  severally, 
firmly  by  these  presents. 

The  condition  of  this  bond  is,  whereas  the  above  bounden  A  B  has 
been  duly  elected  to  the  office  of  treasurer  of  said  corporation;  now, 
therefore,  the  condition  of  the  above  obligation  is  such  that  if  the  said 
A  B  shall  well  and  faithfully  in  all  things  perform  his  duties  as  such 
treasurer,  so  long  as  he  shall  hold  the  said  office  or  continue  therein 
during  the  term  for  which  he  has  been  or  may  hereafter  be  elected, 
appointed  or  hold  over,  and  shall,  when  properly  so  required,  fully  and 
faithfully  account  to  the  said  corporation,  its  successors  or  assigns, 
for  all  moneys,  goods  and  properties  whatsoever,  for  or  with  which  the 
said  A  B  may  in  anywise  be  accountable  or  beholden  to  the  said  corpo- 
ration, and  if  at  the  expiration  of  his  term  of  or  continuance  in  office, 
and  also  in  case  of  his  death,  resignation,  retirement  or  removal  from 
office,  all  books,  papers,  vouchers,  money  and  other  property  of  what- 
ever kind  in  his  possession  or  under  his  control  belonging  to  the  cor- 
poration, shall  be  restored  to  it,  then  the  above  obligation  to  be  void, 
otherwise  to  be  and  remain  in  full  force  and  effect. 

Sealed  with  our  seals  and  dated  this day  of ,  A.  D. 

1910. 

See  §§  1555-1571. 

FORM  689. 

Resignation  of  Director — Effective  on  Acceptance. 

,  1910. 

To  the  Board  of  Directors  of  the  Hot  Air  Stove  Company : 

Gentlemen — I  hereby  tender  my  resignation  as  a  member  of  the 
board  of  directors  of  the  Hot  Air  Stove  Company,  the  same  to  take 
effect  upon  your  acceptance. 

Respectfully,  L  M. 

See  §  1088  et  seq. 


452  CORPORATION*    FORMS. 

FORM  690. 

Resignation  of  Director — Future  Date. 

January  10,  1910. 
To  the  Board  of  Directors  of  the  Hot  Air  Stove  Company : 

Gentlemen — I  hereby  tender  my  resignation  as  a  member  of  the 
board  of  directors  of  the  Hot  Air  Stove  Company,  the  same  to  take 
effect  on  the  1st  day  of  July,  1910. 

Eespectfully,  C  D. 

See  §  1089. 

FORM  691. 

Resignation  of  Director — Peremptory. 

,  1910. 


To  the  Board  of  Directors  of  the  Hot  Air  Stove  Company : 

Gentlemen — I  hereby  resign  my  position  as  a  member  of  the  board 
of  directors  of  the  Hot  Air  Stove  Company,  the  same  to  take  effect 
immediately.  Eespectfully, 

CD. 
See  §  1090. 

FORM  692. 

Resignation  of  President — Conditional  or  Tentative. 

,  1910. 

To  the  Board  of  Directors  of  the  Hot  Air  Stove  Company : 

Gentlemen — I  hereby  tender  my  resignation  as  president  of  the 

Hot  Air  Stove  Company,  and  request  your  immediate  action  thereon. 

Respectfully,  G  H. 

See  §  1088  et  seq. 

FORM  693. 

Affidavit. 

State  of ,  County  of ,  ss : 

Before  me,  L  M,  a  notary  public  in  and  for  said  county  and  state, 
personally  appeared  A  B,  president,  and  E  F,  secretary,  of  the  Hi- Sky 
Aeroplane  Company,  personally  known  to  me  to  be  the  persons  whose 
names  are  subscribed  to  the  foregoing  certificate  of  amendment  to  the 
articles  of  incorporation  of  said  corporation,  who,  each  being  first  duly 
sworn,  depose  and  say  upon  their  oaths  and  each  for  himself  and  not 
for  the  other,  that  they  are  the  president  and  secretary,  respectively, 
of  the  said  Hi-Sky  Aeroplane  Company,  and  that  the  facts  thus  set 
forth  in  said  certificate  are  true,  to  the  best  of  their  knowledge  and 


EXECUTION    BY    OFFICERS.  453 

belief,  and  that  they,  as  such  president  and  secretary,  respectively,  of 
said  corporation,  made,  signed  and  executed  the  said  certificate  for 
the  uses  and  purposes  therein  mentioned. 

(Signed)     A  B,  President. 


E  F,  Secretary. 


Subscribed  and  sworn  to,  etc. 


FORM  694. 
Anti-Trust  Affidavit. 

State  of  Missouri,  County  of  Jasper,  ss  : 

I,  Julian  G.  Dickinson,  do  solemnly  swear  that  I  am  the  president 
of  the  corporation  known  and  styled  as  the  Michigan  Mining  Com- 
pany, duly  organized  and  existing  under  the  laws  of  the  state  of  Michi- 
gan, the  organization  of  which  was  had  on  the  1st  day  of  June,  A.  D. 
1905,  and  now  transacting  and  conducting  business  in  the  said  state 
of  Missouri,  and  that  I  am  duly  authorized  to  represent  said  corpora- 
tion in  the  making  of  this  affidavit,  and  do  further  swear  that  the  said 
Michigan  Mining  Company,  known  and  styled  as  aforesaid,  is  not 
now  and  has  not  at  any  time  within  one  year  from  the  date  of  this 
affidavit,  created,  entered  into,  become  a  member  of  or  participated  in 
any  pool,  trust,  or  agreement,  combination,  confederation  or  under- 
standing with  any  other  corporation,  partnership,  individual,  or  any 
other  person  or  association  of  persons,  to  regulate  or  fix  the  price  of 
any  article  of  manufacture,  mechanism,  merchandise,  commodity,  con- 
venience, repair,  any  product  of  mining  or  any  article  or  thing  what- 
soever, or  the  price  or  premium  to  be  paid  for  insuring  property 
ao-ainst  loss   or   damage  by   fire,  lightning  or   storm;   and   that  it 
has  not  entered  into,  or  become  a  member  of,  or  a  party  to  any  pool, 
trust,  agreement,  contract,  combination  or  confederation  to   fix  or 
limit  the  amount  or  quantity  of  any  article  of  manufacture,  mechan- 
ism, merchandise,  commodity,  convenience,  repair,  any  product  of  min- 
ing or  any  article  or  thing  whatsoever  or  the  price  or  premium  to 
be°paid  for  insuring  property  against  loss  or  damage  by  fire,  lightning 
or  storm;  and  that  it  has  not  issued  and  does  not  own  any  trust  cer- 
tificates, and  for  any  corporation  agent,  officer,  or  employe,  or  for  the 
directors  or  stockholders  of  any  corporation,  has  not  entered  into  and 
is  not  now  in  any  combination,  contract  or  agreement  with  any  person 
or  persons,  corporation  or  corporations,  or  with  any  stockholder  or 
director  thereof,  the  purpose  and  effect  of  which  said  combination,  con- 
tract or  agreement  would  be  to  place  the  management  or  control  of 
such  combination  or  combinations,  or  the  manufactured  product  there- 


454  CORPORATION   FORMS. 

of,  in  the  hands  of  any  trustee  or  trustees  with  the  intent  to  limit  or 
fix  the  price  or  lessen  the  production  and  sale  of  any  article  of  com- 
merce, use  or  consumption,  or  prevent,  restrict  or  diminish  the  manu- 
facture or  output  of  any  article,  and  that  it  has  not  made  or  entered 
into  any  arrangement,  contract,  or  agreement  with  any  person,  as- 
sociation of  persons  or  corporation  designed  to  lessen  or  which 
tends  to  lessen,  full  and  free  competition  in  the  importation,  manufac- 
ture or  sale  of  any  article,  product  or  commodity  in  this  state,  or  under 
the  terms  of  which  it  is  proposed,  stipulated,  provided,  agreed  or  un- 
derstood that  any  particular  or  specified  article,  product  or  commodity 
shall  he  dealt  in,  sold  or  offered  for  sale  in  this  state  to  the  exclusion 
in  whole  or  in  part  of  any  competing  article,  product  or  commodity. 

Subscribed  and  sworn  to.  Julian  G.  Dickinson,  President. 

See  §  5574. 

FOKM  695. 

Anti-Trust  Affidavit — Illinois  (1). 

State  of  Illinois,  County  of  Sangamon,  ss  : 

I,  Alonzo  Hoff,  do  solemnly  swear  that  I  am  the  president  of  the 
corporation  known  and  styled  the  Springfield  Artistic  Monument  Com- 
pany, duly  incorporated  under  the  laws  of  the  state  of  Illinois  on  the 
1st  day  of  September,  A.  D.  1896,  and  now  transacting  and  conduct- 
ing business  at  the  city  of  Springfield,  county  of  Sangamon,  in  the 
said  state  of  Illinois,  and  that  I  am  duly  authorized  to  represent  said 
corporation  in  the  making  of  this  affidavit ;  and  I  do  further  solemnly 
swear  that  the  said  Springfield  Artistic  Monument  Company  has  not, 
since  the  date  of  its  organization,  created,  entered  into  or  become  a 
member  of  or  a  party  to,  and  was  not,  on  the  said  day  of  its  incorpora- 
tion, nor  at  any  day  since  that  date,  and  is  not  now,  a  member  of  or  a 
party  to  any  pool,  trust,  agreement,  combination,  confederation,  monop- 
oly, or  understanding  with  any  other  corporation,  partnership,  individ- 
ual, or  any  other  person  or  association  of  persons  to  regulate  or  fix  the 
price  of  any  article  of  merchandise  or  commodities ;  and  that  it  has  not 
entered  into  or  become  a  member  of,  or  a  party  to,  any  pool,  trust, 
agreement,  contract,  monopoly,  combination  or  confederation  to  fix 
or  limit  the  amount  or  quantity  of  any  article,  commodity  or  mer- 
chandise to  be  manufactured,  mined,  produced,  or  sold  in  the  state ; 
and  that  it  has  not  issued  and  does  not  own  any  trust  certificates,  and 
for  any  corporation,  agent,  officer  or  employe  or  for  the  directors  or 
stockholders  or  any  corporation,  has  not  entered  into  and  is  not  now 
in  any  combination,  contract  or  agreement  with  any  person  or  persons, 
corporation  or  corporations,  or  with  any  stockholder  or  director  thereof 


EXECUTION   BY    OFFICERS.  455 

the  purpose  and  effect  of  which  said  combination,  contract  or  agree- 
ment would  be  to  place  the  management  or  control  of  such  combina- 
tion or  combinations,  or  the  manufactured  product  thereof,  in  the 
hands  of  any  trustee  or  trustees  with  the  intent  to  limit  or  fix  the  price 
or  lessen  the  production  and  sales  of  any  articles  of  commerce,  use  or 
consumption,  or  to  prevent,  restrict  or  diminish  the  manufacture  or 
output  of  any  such  article. 

(Signed)     Springfield  Artistic  Monument  Company, 

Subscribed  and  sworn  to.  By  Alonzo  Hoff,  President. 

See  §  5574. 

FORM  696. 
Anti-Trust  Affidavit— Foreign  Corporation— Illinois  (2). 

State  of  Illinois,  County  of  Cook,  ss  : 

I,  Edwards  J.  Queeny,  do  solemnly  swear  that  I  am  the  secretary 
of  the  corporation  known  and  styled  the  Cincinnati  Wrecking  Com- 
pany, duly  incorporated  under  the  laws  of  the  state  of  Ohio  on  the 
10th  day  of  May,  A.  D.  1901;  that  said  corporation  has  its  principal 
place  of  business  in  the  city  of  Cincinnati,  state  of  Ohio;  that  since 
the  1st  day  of  January,  1905,  it  has  been  doing  business  in  the  state 
of  Illinois,  and  has  its  principal  office  and  place  of  business  at  No.  200 
State  street,  in  the  city  of  Chicago,  in  said  state,  and,  since  the  said 
1st  day  of  January,  1905,  and  still  is  transacting  business  in  the  said 
state  of  Illinois ;  and  I  do  further  solemnly  swear  that  the  said  Cin- 
cinnati Wrecking  Company,  known  and  styled  as  aforesaid,  has  not, 
since  the  1st  day  of  January,  1905,  created,  entered  into  or  become  a 
part  of  or  a  party  to  and  was  not  on  the  1st  day  of  January,  1905,  nor 
at  any  time  since  that  date  nor  is  not  now  a  part  of  or  a  party  to  any 
pool. 

(Finish  as  in  Form  695.) 


ARTICLE  NINE. 
BONDS  AND  COUPONS. 

FORM  697. 

Bond  and  Coupons. 

United  States  of  America,  State  of  Xew  York. 

No- •  $1,000. 

The  Atlantic  Bridge  Company  of  New  Jersey. 
First  Mortgage,  Twenty-Five- Year  Five  Per  Cent  Gold  Bond. 
On  the  1st  day  of  January,  A.  D.  1920,  for  value  received,  The  At- 
lantic Bridge  Company  promises  to  pay  the  bearer  the  sum  of  $1,000 
in  gold  coin  of  the  United  States  of  America  of  or  equal  to  the  present 
standard  of  weight  and  fineness,  at  the  office  of  The  Union  Loan  and 
Trust  Company,  and  to  pay  interest  thereon  at  the  rate  of  5  per  cent 
per  annum,  payable  quarterly  on  the  first  days  of  January,  April, 
July  and  October,  in  the  gold  coin  aforesaid,  at  the  said  office  of  the 
said  The  Union  Loan  and  Trust  Company,  upon  the  presentation  and 
surrender  of  the  coupons  annexed  and  to  be  annexed  hereto,  as  they 
severally  become  due. 

This  bond  is  one  of  an  issue  of  bonds  and  coupons  duly  registered,  of 
like  tenor,  to  an  amount  not  exceeding  in  the  aggregate  twenty  million 
dollars,  all  of  which  are  equally  secured  by  a  mortgage  deed  of  trust 
bearing  date  January  1,  1897,  made  by  the  said  The  Atlantic  Bridge 
Company  to  the  said  The  Union  Loan  and  Trust  Company,  as  trustee 
of  and  upon  the  property  and  franchises  of  The  Atlantic  Bridge  Com- 
pany. 

In  case  of  default  for  six  months  after  due  demand  in  the  payment 
of  interest  on  any  of  said  bonds,  the  principal  of  all  thereof  may  be 
declared  due  in  the  manner  and  with  the  effect  provided  in  said  mort- 
gage deed  of  trust. 

All  payments  upon  this  bond  of  both  principal  and  interest  are  to  be 
made  without  deduction  for  any  tax  or  taxes  which  said  Bridge  Com- 
pany may  be  required  to  pay  or  to  retain  therefrom,  by  any  present  or 
future  laws  of  the  United  States  of  America,  or  any  of  the  states 
thereof,  said  Bridge  Company  hereby  covenanting  and  agreeing  to  pay 
any  and  all  such  tax  or  taxes. 

The  holder  of  this  bond  may  at  any  time  at  his  option  surrender 

456 


BONDS   AND    COUPONS.  457 

the  same,  with  the  undue  coupons  attached,  to  the  registrar  of  said 
bonds,  to  be  cancelled,  and  receive  in  lieu  thereof,  a  registered  bond  in 
the  form  provided  in  the  mortgage  deed  of  trust. 

This  bond  shall  not  be  valid  or  obligatory  until  the  certificate  en- 
dorsed hereon  shall  be  signed  by  the  trustee  under  said  mortgage  deed 
of  trust. 

In  witness  whereof,  The  Atlantic  Bridge  Company  has  on  this  1st 
day  of  January,  1910,  caused  its  corporate  seal  to  be  affixed  hereto,  and 
this  bond  to  be  signed  by  its  vice-president  and  treasurer,  and  has  also 
caused  a  fac-simile  signature  of  its  treasurer  to  be  engraved  on  each 
of  the  coupons  hereto  annexed. 

The  Atlantic  Bridge  Company, 

By ,  Vice-President. 

,  Treasurer. 

Attest : 

,  Secretary. 

Porm  of  Coupon. 
$10.  $10- 

On  the  1st  day  of  ,  19—,  The  Atlantic  Bridge  Company 

will  pay  to  the  bearer  at  the  office  of  The  Union  Loan  and  Trust  Com- 
pany, ten  dollars  in  gold  coin,  being  three  months'  interest  due  on  its 
first  mortgage  bonds  for  one  thousand  dollars. 

N0- ,  ,  Treasurer. 

And  said  bonds  are  to  bear  the  following  certificate  endorsed  upon 
them,  to  be  signed  by  said  trustee : 

Trustee's  Certificate. 

The  Union  Loan  and  Trust  Company,  trustee,  hereby  certifies  that 
this  bond  is  one  of  the  issue  referred  to  within. 

The  Union  Loan  and  Trust  Company,  Trustee, 

By  C  D,  Vice-President. 
See  §§  2235  et  seq.,  2270  et  seq.,  2320  et  seq.,  2585  et  seq. 

POEM  698. 

Coupon  Bond  (1). 

United  States  of  America. 

State  of .  Company. 

Twenty- Year,  Five  Per  Cent  Gold  Coupon  Bond. 

$1,000  No- • 

Know  all  men  by  these  presents,  that  the  company,  a  cor- 


458  CORPORATION   FORMS. 

poration  created  and  existing  by  virtue  of  the  laws  of  the  state  of 

,  for  value  received,  hereby  promises  to  pay  on  the day 

of ,  A.  D.  19 — ,  at  the  office  of  the  National  Trust  Company, 

in  the  city  of ,  state  of ,  to  the  bearer,  or,  if  registered, 

to  the  registered  holder  of  this  bond,  the  sum  of  one  thousand  dollars 
($1,000)  in  gold  coin  of  the  United  States  of  America  of  the  present 
standard  of  weight  and  fineness,  and  to  pay  interest  thereon  from  the 

1st  day  of ,  A.  D.  19 — ■,  at  the  rate  of  5  per  cent  per  annum ; 

such  interest  to  be  payable  at  the  office  aforesaid,  in  like  gold  coin, 

semi-annually  on  the  first  day  of and in  each  year,  but 

only  upon  presentation  and  surrender  of  the  respective  interest  coupons 
hereto  attached  as  they  severally  mature. 

All  payments  on  this  bond,  both  of  principal  and  interest,  shall  be 
made  without  deduction  of  any  tax  or  assessment  which  the  said 
obligor,  or  its  successors  or  assigns  may  pay  or  be  required  to  pay,  de- 
duct, or  detain  under  any  law  or  regulation  heretofore  or  hereafter 
enacted  by  the  United  States  or  any  political  community  whatsoever. 
This  bond  is  one  of  a  series  of  two  hundred  (200)  of  like  form, 
tenor,  effect,  amount  and  date,  and  numbered  consecutively  from  one 
(1)  to  two  hundred  (200),  both  inclusive,  which  said  series  of  bonds 
is  limited  in  amount  to  two  hundred  thousand  dollars  ($200,000) 
and  issued  in  pursuance  of  and  in  accordance  with  the  terms  of  and  is 
secured  by  a  certain  trust  deed  or  mortgage  of  even  date  herewith, 
duly  executed  by  said  obligor  to  the  National  Trust  Company,  as 
trustee,  conveying  by  way  of  security  the  property  hereinafter  de- 
scribed, to  wit:  (Insert  description  of  property.) 

This  bond  and  said  trust  deed  or  mortgage  securing  the  same  were 
duly  authorized  by  the  stockholders  and  board  of  directors  of  the 
obligor  company  at  meetings  of  said  stockholders  and  directors,  re- 
spectively, duly  conveyed  and  held  at ,  on  the day  of 

,  A.  D.  19—. 

In  case  of  default  in  payment  of  the  principal,  or  any  instalment  of 
interest  due  hereunder,  for  a  period  of  six  months  after  the  same  shall 
respectively  mature,  the  property  secured  by  said  trust  deed  or  mort- 
gage may  be  sold  and  the  proceeds  applied  toward  the  payment  of  this 
series  of  bonds  in  the  manner  specified  in  said  trust  deed  or  mortgage. 
No  recourse  shall  be  had  for  the  payment  of  the  principal  or  any  in- 
stalment of  interest  of  or  upon  this  bond  against  any  stockholder, 
officer  or  director  of  the  obligor  company. 

This  bond  shall  be  transferable  by  delivery,  unless  registered  in  the 
owner's  name  on  the  books  of  said  National  Trust  Company,  such 
registry  being  noted  on  the  bond  by  said  trust  company,  after  which 
no  transfer  shall  be  valid,  unless  made  on  the  said  books  and  likewise 


BONDS   AND    COUPONS.  459 

noted  on  the  bond ;  but  the  same  may  be  again  made  transferable  by 
delivery  by  being  registered  on  said  books  in  the  name  of  bearer. 
Registration,  however,  shall  not  affect  the  transferability  of  the  coupons 
hereto  attached  by  delivery  merely ;  and  the  payment  to  the  bearer  of 
any  of  such  coupons  shall  discharge  the  obligor  in  respect  to  the  in- 
terests therein  mentioned,  whether  the  bond  shall  have  been  registered 
or  not. 

Neither  this  bond  nor  any  coupon  or  interest  thereon  shall  become 
or  be  valid  until  authenticated  by  the  certificate  endorsed  hereon,  duly 
executed  by  the  said  National  Trust  Company,  the  trustee  named  in 
said  trust  deed  or  mortgage. 

In  witness  whereof,  the  obligor  company  has  caused  these  presents  to 
be  signed  in  its  corporate  name  by  its  president  and  its  corporate  seal 
to  be  hereunto  affixed,  attested  by  its  secretary,  and  coupons  for  such 
interest,  bearing  the  engraved  fac-simile  signature  of  its  treasurer,  to 

be  attached  hereto,  at  the  city  of ,  this day  of , 

19 — .  Company, 

(Corporate  Seal.)  By ,  President. 

Attest : 

,  Secretary. 

Interest  Coupon. 

(Forty  in  Number.) 

$25.  No. . 


This  coupon  for  twenty-five  dollars  ($25)  gold' coin  of  the  United 

States  of  America,  is  payable  to  bearer  on  the  1st  day  of  , 

A.  D.  19 — ,  at  the  office  of  the  National  Trust  Company,  in  the  city 

of ,  state  of ,  without  deduction  for  taxes  for  six  months' 

interest  due  on  that  day  on  its  one-thousand-dollar,  twenty-year  5  per 

cent  gold  bond  No. ,  subject  to  the  terms  of  said  bond  and  the 

trust  deed  or  mortgage  therein  mentioned.  Company. 

By ,  Treasurer. 

See  notes  to  Form  697. 

POEM  699. 

Coupon  Bond  (2). 

United  States  of  America,  State  of  New  York. 
The  Hot  Air  Stove  Company. 
First  Mortgage  Gold  Coupon  Bond. 

No. .  $1,000. 

Know  all  men  by  these  presents,  that  the  Hot  Air  Stove  Company 
is  indebted,  and  for  value  received  promises  to  pay  to  the  bearer 


460  CORPORATION"   FORMS. 

hereof,  or  to  the  registered  holder  of  this  bond,  if  the  same  be  regis- 
tered, the  sum  of  one  thousand  dollars  ($1,000)  in  gold  coin  of  the 
United  States  of  the  present  standard  of  weight  and  fineness,  on  the 

day  of ,  19 — ,  at  the  office  of  said  company,  in  the  city 

of ,  with  interest  at  the  rate  of  per  cent  per  annum, 

payable  semi-annually  at  said  office,  in  like  gold  coin,  on  the  first  clays 

of  and  in  each  year,  upon  surrender  of  the  annexed 

coupons  therefor,  as  they  severally  mature. 

Both  the  principal  and  interest  of  this  bond  are  payable  without 
deduction  for  any  United  States,  municipal  or  other  tax  or  taxes 
which  said  Hot  Air  Stove  Company  may  be  required  to  pay  or  deduct 
therefrom  under  or  by  reason  of  any  present  or  future  law,  the  said 
company  hereby  agreeing  to  pay  such  tax  or  taxes. 

This  bond  is  one  of  a  series  of  coupon  and  registered  bonds  of  the 

Hot  Air  Stove  Company,  bearing  interest  at  the  rate  of  per 

cent  per  annum,  issued  or  to  be  issued  in  pursuance  of  and  subject  to 
the  terms  of  the  mortgage  or  deed  of  trust  hereinafter  referred  to,  but 
so  that  the  aggregate  amount  of  said  bonds,  both  coupon  and  regis- 
tered, shall  not  exceed  the  total  sum  of  $1,000.    All  of  said  bonds  are 

equally  secured  by  a  mortgage  or  deed  of  trust,  dated  ,  19 — , 

executed  by  said  Hot  Air  Stove  Company  to  ,  of  the  city  of 

,  as  trustee,  conveying  the  property  and  franchises  of  the  Hot 

Air  Stove  Company  mentioned  in  said  mortgage  or  deed  of  trust,  to 
which  reference  is  hereby  made  for  a  description  of  the  property  and 
franchises  mortgaged,  and  the  nature  and  extent  of  the  security,  and 
the  rights  of  the  holders  of  said  bonds  under  the  same,  and  the  terms 
and  conditions  upon  which  said  bonds  are  issued  and  secured.  This 
bond  may  be  registered,  in  the  name  of  the  owner,  on  the  books  of  the 
company,  such  registration  to  be  endorsed  hereon,  and  thereafter  no 
transfer  shall  be  valid  unless  made  on  the  books  of  the  company  by 
the  registered  owner  and  similarly  endorsed  hereon,  but  said  bond 
may  again  be  made  payable  to  bearer  by  like  transfer  and  thereafter 
pass  by  delivery  until  again  registered.  Notwithstanding  such  regis- 
tration, the  coupons  hereon  shall  remain  and  be  negotiable  by  delivery 
and  payable  to  bearer  on  presentation. 

This  bond  shall  not  become  obligatory  for  any  purpose  until  it  shall 
have  been  authenticated  by  the  certificate  hereon  endorsed  of  the 
trustee  under  said  mortgage  or  deed  of  trust. 

In  witness  whereof,  the  Hot  Air  Stove  Company  has  caused  these 
presents  to  be  signed  by  its  president  or  vice-president  and  its  cor- 
porate seal  to  be  hereunto  affixed,  and  to  be  attested  by  its  secretary, 


BONDS    AND   COUPONS.  461 

and  coupons  for  said  interest,  with  the  engraved  signature  of  its  treas- 
urer, to  be  attached  hereto,  this day  of ,  19 . 

The  Hot  Air  Stove  Company, 

(Corporate  Seal.)  By ,  President. 

Attest : 

,  Secretary. 

See  notes  to  Form  697. 

FOKM  700. 

Registered  Bond  (1). 

United  States  of  America. 

State  of Company. 

Registered  Twenty-five  Per  Cent  Gold  Bond. 

$ No. 

Know  all  men  by  these  presents,  that  the company,  a  corpo- 
ration created  and  existing  by  virtue  of  the  laws  of  the  state  of , 

for  value  received,  hereby  promises  to  pay  to  (fill  in  name  of  registered 

owner)  or  registered  assignee  on  the  first  day  of ,  A.  D.  19—, 

at  the  office  of  the  National  Trust  Company,  in  the  city  of  , 

state  of ,  the  sum  of  one  thousand  dollars  ($1,000)  in  gold  coin 

of  the  United  States  of  America  of  the  present  standard  of  weight  and 

fineness,  and  to  pay  interest  thereon  from  the  first  day  of  , 

A.  D.  19 — ,  at  the  rate  of  five  (5)  per  cent  per  annum;  such  interest 
to  be  payable  to  the  registered  owner  hereof  at  the  office  aforesaid,  in 

like  gold  coin,  semi-annually,  on  the  first  days  of ,  and 

in  each  year. 

All  payments  upon  this  bond,  both  of  principal  and  interest,  shall 
be  made  without  deduction  of  any  tax  or  assessment  which  the  said 
obligor,  or  its  successors  or  assigns,  may  pay  or  be  required  to  pay, 
deduct,  or  retain  under  any  law  or  regulation  heretofore  or  hereafter 
enacted  by  the  United  States  or  any  political  community  whatever. 

This  bond  is  one  of  a  series  of  two  hundred  (200)  of  like  form, 
tenor,  effect,  amount  and  date,  and  numbered  consecutively  from  one 
(1)  to  two  hundred  (200),  both  inclusive,  which  said  series  of  bonds 
is  limited  in  amount  to  two  hundred  thousand  dollars  ($200,000) 
and  is  issued  in  pursuance  of,  and  in  accordance  with  the  terms  of,  and 
is  secured  by,  a  certain  trust  deed  or  mortgage  of  even  date  herewith, 
duly  executed  by  said  obligor  to  the  National  Trust  Company  as 
trustee,  conveying  by  way  of  security  the  property  hereinafter  de- 
scribed, to  wit:    (Insert  description  of  property.) 

This  bond  and  said  trust  deed  or  mortgage  securing  same  were  duly 
authorized  by  the  stockholders  and  board  of  directors  of  the  obligor 
company  at  meetings  of  said  stockholders  and  directors  respectively 


4G3  CORPORATION   FORMS. 

duly  convened  and  held  at  on  the  day  of  , 

A.  D.  19—. 

In  case  of  default  in  payment  of  the  principal  or  any  instalment  of 
interest  due  hereunder  for  a  period  of  six  months  after  the  same  shall 
respectively  mature,  the  property  secured  by  said  trust  deed  or  mort- 
gage may  be  sold  and  the  proceeds  applied  towards  the  payment  of  this 
series  of  bonds  in  the  manner  specified  in  said  trust  deed  or  mortgage. 
No  recourse  shall  be  had  for  the  payment  of  the  principal  or  any  in- 
stalment of  interest  of  or  upon  this  bond,  against  any  stockholder, 
officer  or  director  of  the  obligor  company. 

This  bond  is  transferable  only  on  the  books  of  said  National  Trust 
Company  upon  the  surrender  and  cancellation  of  this  bond,  and  there- 
upon a  new  registered  bond  will  be  issued  to  the  transferee  in  exchange 
therefor. 

This  bond  shall  not  become  or  be  valid  until  authenticated  by  the 
certificate  endorsed  hereon,  duly  executed  by  the  said  National  Trust 
Company,  the  trustee  named  in  said  trust  deed  or  mortgage. 

In  witness  whereof,  the  obligor  company  has  caused  these  presents 
to  be  signed  in  its  corporate  name  by  its  president,  and  its  corporate 
seal  to  be  hereunto  affixed,  attested  by  its  secretary,  at  the  city  of 
this day  of ,  A.  D.  19—. 

(Corporate  Seal.)  Company. 

Attest:    ,  Secretary.  By ,  President. 

Trustee's  Certificate. 

This  is  to  certify  that  this  bond  is  one  of  a  series  of  two  hundred 
(200)  bonds  described  in  the  trust  deed  or  mortgage  therein  men- 
tioned. National  Trust  Company, 

By ,  Trust  Officer. 

See  2235  et  seq.,  2264,  2265,  2270  et  seq.,  2585  et  seq. 

FOKM  701. 

Registered  Bond  (2) . 

(In  denominations  of  $1,000,  $5,000  and  $10,000.) 
United  States  of  America. 

No.  

The  Atlantic  Bridge  Company,  New  Jersey. 

First  Mortgage,  Four  Per  Cent  Gold  Bond. 

Principal  due  January  1,  A.  D.  192Q. 

Interest  payable  quarterly  on  the  first  days  of  January,  April,  July 

and  October,  at  the  rate  of  four  per  cent  per  annum. 

For  value  received,  The  Union  Loan  &  Trust  Company  promises  to 


BONDS   AND   COUPONS.  463 

pay  to ,  or  assigns, dollars  in  gold  coin  of  the  United 

States  of  America  of  or  equal  to  the  present  standard  of  weight  and 
fineness  at  the  office  of  The  Atlantic  Bridge  Company,  in  the  city  of 
Trenton,  on  the  first  day  of  January,  A.  D.  19—,  and  to  pay  interest 
thereon,  in  like  gold  coin,  at  the  rate  of  4  per  cent  per  annum,  from 

the  first  day  of ,  19 — ,  until  such  principal  sum  shall  be  paid, 

such  interest  being  payable  at  said  office  on  the  first  days  of  January, 
April,  July  and  October  in  each  year. 

This  bond  is  one  of  an  issue  of  bonds,  coupon  and  registered,  of  like 
tenor,  to  an  amount  not  exceeding  in  the  aggregate  twenty  million 
dollars,  all  of  which  are  equally  secured  by  a  mortgage  deed  of  trust 
bearing  date  January  1,  19—,  made  by  the  said  The  Atlantic  Bridge 
Company  to  the  said  The  Union  Loan  &  Trust  Company,  as  trustee, 
of  and  upon  the  property  and  franchises  of  The  Atlantic  Bridge  Com- 
pany (including  the  franchises,  stock  and  property  of  the  Postal 
Telegraph-Cable  Company,  heretofore  acquired  by  said  The  Atlantic 
Bridge  Company). 

In  case  of  default  for  six  months  after  due  demand  in  the  payment 
of  interest  on  any  of  said  bonds,  the  principal  of  all  thereof  may  be 
declared  due  in  the  manner  and  with  the  effect  provided  in  said  mort- 
gage deed  of  trust. 

All  payments  upon  this  bond  of  both  principal  and  interest  are  to  be 
made  without  deduction  for  any  tax  or  taxes  which  said  bridge  com- 
pany may  be  required  to  pay  or  to  retain  therefrom,  by  any  present  or 
future  laws  of  the  United  States  of  America,  or  any  of  the  states 
thereof,  said  bridge  company  hereby  covenanting  and  agreeing  to  pay 
any  and  all  such  tax  or  taxes. 

This  bond  is  transferable  only  at  the  office  of  said  The  Atlantic 
Bridge  Company  on  the  books  of  said  The  Atlantic  Bridge  Company 
by  the  registered  owner  in  person  or  by  attorney  upon  the  surrender 
hereof,  and  may  be  transferred  into  similar  bonds  of  smaller  denom- 
inations or  be  merged  with  other  bonds  of  this  issue  into  a  similar  bond 
of  larger  denomination,  except  that  the  only  denominations  shall  be 
$100,  $500,  $1,000,  $5,000  and  $10,000. 

Instalments  of  interest  on  this  bond  shall  be  paid  by  check  or  war- 
rants mailed  to  proprietors  at  their  addresses  registered  in  the  books 
of  said  bridge  company,  and  such  payments  shall  be  in  full  in  the  order 
of  their  maturity  and  in  accordance  with  the  provisions  of  said  mort- 
gage deed  of  trust. 

This  bond  may  be  exchanged  for  the  debenture  stock  of  said  The 
Atlantic  Bridge  Company  on  the  terms  set  forth  in  the  mortgage  deed 
of  trust  securing  this  bond. 

This  bond  shall  not  be  valid  or  obligatory  until  the  certificate  en- 


464  CORPORATION  FORMS. 

dorsed  hereon  shall  have  been  signed  by  the  trustee  under  the  said 
mortgage  deed  of  trust. 

In  witness  whereof,   The   Atlantic  Bridge   Company  has   on  the 

day  of  caused  its  corporate  seal  to  be  affixed  hereto, 

and  this  bond  to  be  signed  by  its  vice-president  and  treasurer.  ' 

The  Atlantic  Bridge  Company, 

Attest:    ,  Secretary.  By  ,  Vice-President, 

,  Treasurer. 


See  note  to  Form  700. 

FOEM  702. 
Registered  Bond  (3). 

United  States  of  America. 

State  of  New  Jersey. 

The  South  Pole  Expedition  Company. 

First  Mortgage  Gold  Registered  Bond. 

No. $ 

Know  all  men  by  these  presents,  that  the  South  Pole  Expedition 
Company  is  indebted,  and  for  value  received,  promises  to  pay  to  L  M 

or  assigns,  the  sum  of dollars  in  gold  coin  of  the  United  States 

of  the  present  standard  of  weight  and  fineness,  on  the day  of 

,  1912,  at  the  office  of  said  company  in  the  city  of  Trenton, 

jSTew  Jersey,  with  interest  at  the  rate  of  4  per  cent  per  annum,  payable 
semi-annually  at  said  office  in  like  gold  coin  on  the  first  days  of  Janu- 
ary and  July  in  each  year. 

(Follow  Form  701  for  intervening  matter.) 

This  bond  is  transferable  by  the  holder  hereof  only  in  person  or  by 
attorney  duly  authorized  upon  the  books  of  the  company  at  its  office 
in  the  city  of  Trenton.  And  this  bond  shall  not  become  obligatory  for 
any  purpose  until  it  shall  have  been  authenticated  by  the  certificate 
thereon  endorsed  by  the  trustee  under  said  mortgage  or  deed  of  trust. 

In  witness  whereof,  the  South  Pole  Expedition  Company  has  caused 
these  presents  to  be  signed  by  its  president  and  its  corporate  seal  hereto 

affixed  and  to  be  attested  by  its  secretary  this day  of , 

1910.  The  South  Pole  Expedition  Company, 

(Corporate  Seal)  By ,  President. 

Attest:    ,  Secretary. 

§§  2264,  2265. 


BONDS   AND   COUPONS.  465 

FOEM  703. 
Debenture. 

(1)  The  Iron  and  Land  Company  of  Minnesota,  Limited,  herein- 
after called  "The  Company,"  will,  on  the  first  day  of  May,  1899,  pay  to 
the  bearer,  on  presentation  of  this  debenture,  the  sum  of  £50. 
(2)  The  Company  will,  in  the  meantime,  and  thereafter  until  the 
principal  moneys  and  interest  shall  have  been  fully  paid,  pay  interest 
thereon  at  the  rate  of  7  per  cent  per  annum  by  equal  half-yearly  pay- 
ments on  every  1st  day  of  November  and  1st  day  of  May,  in  accordance 
with  the  coupons  annexed  hereto.  (3)  The  Company  hereby  charges 
with  such  payment  of  its  undertaking  all  its  property  whatsoever  and 
wheresoever,  both  present  and  future.  (4)  This  debenture  is  issued 
subject  to  the  conditions  endorsed  hereon. 

Conditions. 
(1)  This  indenture  is  one  of  a  series  of  2,000  debentures,  each  for 
securing  the  principal  sum  of  £50,  issued  or  about  to  be  issued  by  the 
company.  The  debentures  of  the  said  series  are  all  to  rank  pari  passu 
as  a  first  charge  upon  the  property  hereby  charged,  without  any  refer- 
ence or  priority  one  over  another;  and  such  charge  is  to  be  a  floating 
security,  but  so  that  the  company  is  not  to  be  at  liberty  to  create  any 
mortgage  or  charge  in  priority  to  the  said  debenture. 

Howard   v.   Iron   &   Land   Co.,   62  Minn.  298,  64  N.  W.  896.     See  also, 
§§  2266,  3443. 

FORM  704. 
Interest  Coupon. 

On  the  1st  day  of  July,  1910,  the  Hot  Air  Stove  Company  will  pay 

the  bearer  at  its  office  in  the  city  of  New  York dollars  in  gold 

coin  free  from  all  taxes,  being  three  months'  interest  then  due  on  its 

first  mortgage  coupon  bond  No.  . 

(Signed)     The  Hot  Air  Stove  Company, 

By ,  President. 

FORM  705. 
Trustees'  Certificate. 

This  bond  is  one  of  a  series  of  bonds  described  in  the  within  men- 
tioned mortgage  or  deed  of  trust  executed  by  the  Hot  Air  Stove 

30— Thomp.  Corp.  VII. 


§§  2320-2328. 


466  CORPORATION    FORMS. 

Company  to  the  undersigned  trustee  and  duly  recorded,  and  the  holder 
hereof  is  entitled  to  the  benefit  of  the  trust  thereby  created. 

The  Union  Trust  Company,  Trustee. 
See  §  2585  et  seq. 

FORM  706. 
Guaranty  of  Corporate  Bonds. 

For  value  received,  the  undersigned,  The  American  Security  Com- 
pany, hereby  guarantees  the  payment  by  the  South  Pole  Expedition 
Company  of  the  principal  of  the  within  bond  at  the  maturity  thereof, 
and  of  all  interest  thereon  according  to  the  tenor  of  the  coupons  be- 
longing thereto,  as  they  severally  become  due,  and  also  the  payment 
of  all  amounts  payable  under  the  sinking  fund  provisions  in  the  in- 
denture of  trust  to  the  Union  Trust  Company  by  which  the  within 
bond  is  secured,  as  the  same  becomes  due,  and  for  the  purposes  afore- 
said, the  said  American  Security  Company  hereby  covenants  and 
agrees  with  the  said  South  Pole  Expedition  Company  and  the  holder 
of  this  bond  and  with  the  The  American  Surety  Company, 

(Seal.)  By  W.  S.  Diggs,  President. 

Attest:     J.  A.  Garfield,  Secretary. 

See  §§  2215-2219. 


ARTICLE  TEN. 

LEASES. 

FORM  707. 
Lease  of  Railroad  in  Perpetuity — Percentage  of  Gross  Earnings. 

This  indenture  executed  in  duplicate  this  10th  day  of  July,  A.  D. 
1909,  between  the  New  York  Central  Railroad  Company,  a  corpora- 
tion duly  organized  and  existing  under  the  laws  of  the  state  of  New 
York,  party  of  the  first  part,  and  the  Cleveland,  Cincinnati,  Chicago 
and  St.  Louis  Railroad  Company,  a  corporation  duly  organized  under 
and  in  accordance  with  the  laws  of  the  state  of  Ohio,  party  of  the 
second  part,  witnesseth : 

That  the  party  of  the  first  part,  in  consideration  of  dollars 

to  be  paid,  by  the  party  of  the  second  part,  the  receipt  whereof  is 
hereby  acknowledged,  and  of  the  covenants  and  agreements  herein- 
after contained,  to  be  kept  and  performed  by  the  party  of  the  second 
part,  has  granted,  leased,  and  demised,  and  doth  by  these  presents 
grant,  lease  and  demise,  to  the  party  of  the  second  part  and  its  suc- 
cessors, all  the  property  and  franchises  now  owned  or  hereafter  to  be 
acquired  by  the  said  party  of  the  first  part,  and  all  the  right,  title  and 
interest  which  said  party  of  the  first  part  now  has  or  may  hereafter 
acquire  therein,  that  is  to  say : 

All  the  railroad  of  the  said  party  of  the  first  part  now  built  and  in 
process  of  construction,  or  hereafter  to  be  constructed,  commencing  at 

a  point  within  the  corporate  limits  of  the  city  of ,  in  the  county 

of ,  state  of ,  and  connecting  there  with  the  railroad  of 

the  party  of  the  second  part ;  running  thence  in  a  northwesterly  direc- 
tion to  a  point  in  the  city  of ,  that -being  the  northern  terminus 

of  said  road  as  now  located  and  under  contract  for  construction,  and 

the  same  being miles  in  length,  more  or  less ;  together  with  all 

the  franchises,  equipment  and  property  connected  therewith,  or  held 
and  enjoyed  by  the  said  party  of  the  first  part,  that  is  to  say :  the  lands, 
tenements,  fixtures,  goods  and  chattels  of  said  party  of  the  first  part; 
its  right  of  way,  property,  franchises,  rights,  privileges,  interests  and 
estates  of  every  nature  and  description  ;  its  rails,  ties,  buildings,  fences, 

467 


4(J8  CORPORATION    FORMS. 

turn-tables,  tanks  and  erections  of  all  kinds;  its  ears,  engines,  tools, 
machinery,  its  rents,  reservations  and  reversions  of  every  nature,  in- 
cluding all  the  property  which  said  party  of  the  first  part  now  owns 
or  may  hereafter  acquire  in  connection  with  said  railroad;  also  the 
benefits  arising  from  all  or  any  contracts  or  agreements  which  said 
party  of  the  first  part  has  made,  or  may  hereafter  make  or  acquire,  or 
may  hereafter  be  entitled  to  receive  by  law  or  in  equity;  also  all  tolls, 
rents,  profits,  income,  interest,  or  issues  which  may  hereafter  accrue 
to  said  party  of  the  first  part  from  any  source  whatever  in  connection 
with  its  said  road. 

This  lease  includes  not  only  all  the  property  of  the  party  of  the  first 
part  on  the  day  of  the  date  hereof,  but  all  subsequent  additions,  and  is 
made  subject  to  all  debts  and  liabilities  of  said  party  of  the  first  part, 
which,  whether  contracted  prior  or  subsequent  to  said  date,  are  to  be 
assumed  and  paid  by  the  party  of  the  second  part  as  a  part  of  the  con- 
sideration of  this  lease ;  and  in  consideration  thereof  it  is  agreed  that 
all  the  moneys,  bonds  and  rights  of  action  and  property  of  the  party 
of  the  first  part  of  every  description,  except  the  demised  premises,  shall 
be  conveyed  to  and  be  held  absolutely  by  the  party  of  the  second  part. 
To  have  and  to  hold  said  demised  railroad,  property  and  premises 
aforesaid  unto  the  party  of  the  second  part,  its  successors  and  assigns, 
for  and  during  the  term  of  nine  hundred  and  ninety-nine  years  from 
the  day  of  the  date  hereof,  yielding  and  paying  therefor  rent  as  here- 
inafter provided. 

And  in  consideration  of  the  premises,  the  party  of  the  second  part 
has  covenanted  and  agreed,  and  doth  by  these  presents  covenant  and 
agree,  for  itself,  its  successors  and  assigns,  with  the  party  of  the  first 
part,  its  successors  and  assigns,  that  the  said  party  of  the  second  part, 
at  all  times  during  the  continuance  of  the  said  term  of  this  lease,  shall 
and  will  maintain,  manage,  use  and  operate  and  keep  in  good  and 
working  order,  condition  and  repair,  at  its  own  expense,  the  entire  line 
of  the  said  demised  railroad  as  far  and  as  fast  as  completed,  and  all 
extensions,  and  branches  thereof  which  may  hereafter  be  constructed 
as  aforesaid,  and  all  the  fixtures  and  appurtenances  thereof,  and  keep 
the  same  supplied  with  motive  power,  rolling  stock,  and  equipments, 
so  thai  the  traffic  and  business  of  the  road  shall  be  encouraged  and  de- 
\ eloped,  and  reasonable  accommodation  given  to  the  public,  and  shall 
and  will  deliver  up  the  said  railroad  and  all  its  buildings,  fixtures  and 
appurtenances,  at  the  expiration  of  said  term,  in  good  order  and  repair. 

That  the  parly  of  the  second  part  shall  retain  to  its  own  use 

per  cent  of  the  gross  earnings  of  the  demised  road  during  the  continu- 
ance of  this  lease  as  operating  expenses,  and  shall  apply  the  remainder, 


LEASES.  469 

beino- per  cent  of  the  gross  earnings  of  said  demised  road,  as 

rental,  as  follows: 

1.  To  the  payment  of  all  taxes  and  assessments  that  may  at  any 
time  hereafter  be  imposed  upon  the  party  of  the  first  part,  under 
authority  of  the  United  States,  state,  county,  city  or  township  laws,  or 
upon  the  whole  or  any  part  of  its  said  road,  its  buildings  or  appurte- 
nances, or  any  property  hereby  demised. 

2.  To  the  payment,  semi-annually,  on  the  day  of  

ancl  the ■  day  of of  each  year,  of  the  interest  on  the  first 

mortgage  bonds  of  the  party  of  the  first  part,  dated  the day  of 

,  A.  D.  19 — ,  and  amounting  to dollars,  until  the  inter- 
est and  principal  of  said  bonds  shall  have  been  fully  paid; 

3.  To  the  payment  to  a  sinking  fund  of per  cent  per  annum 

of  the  par  value  of  said  bonds  to , ,  and ,  trustees, 

on  or  before  the day  of of  each  year,  prior  to  the  ma- 
turity of  said  bonds,  said  fund  to  be  applied  annually  by  said  trustees  to 

the  purchase  of  said  bonds,  at  not  above  dollars  and  accrued 

interest,  upon  proposals  from  the  holders  of  the  bonds,  after  adver- 
tisement, such  advertisement  to  appear  for successive  days  in 

some  newspaper  published  in  the  city  of ;  and  if  the  fund  is 

not  exhausted  in  that  manner,  the  trustees  are  to  invest,  and  from  time 
to  time  to  reinvest  the  same,  or  the  balance  thereof,  at  their  discretion, 
and  to  apply  the  same,  with  the  accumulation  thereof,  to  the  purchase 
of  bonds  at  any  time  thereafter  on  advertisement  as  aforesaid,  and 
with  the  same  limitations  as  to  price,  or  to  the  payment  and  extin- 
guishment of  the  bonds  at  their  maturity. 

The  party  of  the  second  part  hereby  agrees  that  in  case  said 

per  cent  shall  be  in  any  year  insufficient  to  pay  said  taxes  and  interest, 

and  to  pay  the  sum  of dollars  to  said  trustees,  the  party  of  the 

second  part  will  make  said  payments,  reserving  the  right  to  reimburse 

itself  for  any  excess  so  paid,  with  interest  at  the  rate  of per 

cent  per  annum  from  the  said per  cent  of  gross  earnings,  in 

any  year  when  the  same  shall  be  more  than  sufficient  for  the  payment 
of  taxes  and  interest  and  the  stipulated  annual  payment  to  the  sinking 
fund. 

4.  To  reimburse  the  party  of  the  second  part  for  any  sum  or  sums 
expended  by  it  in  the  completion  of  the  road  of  the  party  of  the  first 
part  in  excess  of  the  sums  already  provided,  with  interest  at  the  rate 
of per  cent  per  annum. 

5.  Any  portion  of  said per  cent  not  expended  as  aforesaid 

shall  be  paid  over  annually,  on  or  before  the day  of ,  to 

said  trustees,  in  addition  to  the  annual  sum  of dollars  to  be  so 

paid,  and  shall  be  held  on  like  trusts. 


470  CORPORATION'    FORMS. 

In  case  said  sinking  fund  shall  be  insufficient  to  retire  all  said  bonds 
at  maturity,  the  party  of  the  second  part  shall  pay  and  cancel  at  ma- 
turity all  said  bonds  not  cancelled  by  said  sinking  fund.  In  case  said 
party  of  the  second  part  shall  be  required  to  pay  any  bonds  as  afore- 
said, not  provided  for  by  said  sinking  fund,  it  shall  have  the  right  to 

reimburse  itself  for  the  sum  so  paid,  with  interest  at  the  rate  of 

per  cent  per  annum,  from  said  per  cent  of  the  gross  annual 

earnings  of  said  road. 

After  all  said  bonds  shall  have  been  cancelled  or  purchased  as  afore- 
said, and  after  the  party  of  the  second  part  shall  have  been  reimbursed 

for  payments  in  excess  of per  cent  with  interest  as  hereinbefore 

provided,  any  balance  of  said  per  cent  remaining  after  the 

payment  of  taxes  shall  be  annually  paid  to  the  party  of  the  first  part. 

That  the  party  of  the  second  part  will  assume  and  pay  all  damages, 
demands,  and  liabilities  which  may  arise  or  be  incurred  by  reason  of 
any  injury  or  damage  to  person  or  to  personal  or  other  property,  and 
all  other  damages  whatsoever  resulting  from  or  growing  out  of  the 
maintenance,  repair  and  operation  of  said  railroad  by  the  party  of  the 
second  part  and  will  pay  any  penalties  which  may  be  imposed  upon  the 
railroad  of  the  party  of  the  second  part  to  comply  with  any  statute,  or 
by  the  commission  of  any  act  which  may  be  prohibited  by  law  in  the  use 
of  said  railroad  and  the  interests  hereby  granted ;  and  the  said  party 
of  the  second  part  agrees  to  indemnify  and  save  harmless  the  said 
party  of  the  first  part  against  all  expense,  loss,  damage  and  cost,  by 
reason  of  any  of  the  matters  and  things  aforesaid,  and  against  any 
and  all  costs  and  expenses  in  any  suit  or  proceedings  authorized  in  the 
name  of  the  party  of  the  first  part. 

And  in  consideration  of  the  premises,  the  party  of  the  first  part, 
for  itself,  its  successors  and  assigns,  covenants  with  the  party  of  the 
second  part,  its  successors  and  assigns : 

1.  That  the  said  party  of  the  first  part  and  its  successors  shall  and 
will,  whenever  required  by  the  party  of  the  second  part  or  its  succes- 
sors, during  the  continuance  of  said  term,  do  and  perform  any  and 
every  corporate  act  which  may  be  necessary,  useful  or  appropriate  to 
secure  to  the  said  party  of  the  second  part  or  its  successors  the  full 
enjoyment  of  the  premises  hereby  demised,  and  of  every  franchise, 
right,  easement,  power  and  privilege  connected  therewith  or  appertain- 
ing to  the  same,  now  possessed  or  which  may  be  hereafter  possessed  by 
the  party  of  the  first  part  or  its  successors,  and  hereby  granted  or  in- 
tended to  be  granted  to  the  party  of  the  second  part  and  its  successors 
under  this  instrument,  and  that  it  will  maintain  its  corporate  organ- 
ization for  this  purpose:  all  expenses  incurred  by  the  party  of  the  first 
part  under  this  article  to  be  borne  by  the  party  of  the  second  part. 


LEASES.  471 

2.  That  it  will  hereafter  at  any  time,  upon  the  request  of  the  party 
of  the  second  part,  give,  make,  execute  and  deliver  such  further  and 
other  conveyances  and  assurances,  papers  and  instruments,  as  may  be 
necessary  or  proper  to  carry  into  full  force  and  effect  all  the  objects 
and  purposes  of  this  indenture. 

3.  That  it,  the  said  party  of  the  first  part,  is  well  and  lawfully  pos- 
sessed of  the  premises  hereby  demised,  and  has  full  power  to  convey 
the  same  as  aforesaid,  and  the  same  in  the  quiet  enjoyment  of  the  said 
party  of  the  second  part  shall  warrant  and  defend. 

■A.  That  the  party  of  the  second  part  shall  at  all  times  during  said 
term  have  the  full  and  exclusive  right  to  manage,  use  and  control  said 
demised  railroad  and  premises,  and  to  regulate  and  determine  the  rates 
of  tolls,  freight  and  charges  of  transportation  over  the  whole  or  any 
part  of  said  demised  railroad  and  premises,  and  to  charge  and  collect 
the  same  and  appropriate  the  same  to  its  own  use,  except  as  aforesaid ; 
and  shall  have,  use,  exercise  and  enjoy  all  the  rights,  power?  and 
authorities  aforesaid  and  all  other  corporate  powers,  and  all  rights, 
powers,  easements  and  privileges  now  possessed  or  which  may  hereafter 
be  acquired  by  the  party  of  the  first  part,  necessary  or  convenient  to 
the  use,  possession,  management  or  operation  of  the  road  as  herein 
provided,  which  can  or  may  be  lawfully  exercised  and  enjoyed  on  or 
about  or  in  connection  with  said  demised  railroad  and  premises,  and 
the  maintenance  and  operation  thereof. 

And  to  enable  the  said  party  of  the  second  part  to  beneficially  enjoy 
said  property,  rights,  privileges  and  benefits  herein  demised  and  men- 
tioned and  specified,  the  said  party  of  the  first  part  hereby  appoints 
the  said  party  of  the  second  part,  its  successors  and  assigns,  its  at- 
torney irrevocable  with  full  power  and  right,  at  the  expense  of  the  said 
party  of  the  second  part,  to  use  the  name  of  the  said  party  of 
the  first  part  in  and  about  the  business,  maintenance,  opera- 
tion and  use  of  said  road,  with  power  to  make  any  and  all  contracts 
in  proper  furtherance  of  the  object  hereinbefore  set  forth,  and  not 
otherwise,  with  any  person,  or  corporation,  in  the  name  of  said  party 
of  the  first  part,  and  under  its  corporate  seal  or  otherwise,  and  gener- 
ally to  do  all  other  acts  and  things  in  and  about  the  premises  which 
said  party  of  the  first  part  might  lawfully  do ;  and  at  the  expense  of 
said  party  of  the  first  part  in  and  about  any  legal  proceedings  and 
suits,  either  at  law  or  in  equity,  as  the  said  party  of  the  second  part 
may  see  necessary  and  requisite  in  carrying  out  the  objects  and  intent 
of  this  indenture.  All  rolling  stock  and  all  other  personal  property 
which  said  party  of  the  second  part  shall  purchase  or  obtain  for  any 
purpose  in  connection  with  the  railroad,  or  other  property  hereby  de- 


472  CORPORATION*    I'OR.MS. 

mised,  shall  be  and  remain  the  property  of  said  party  of  the  second 
part,  and  ma}',  as  well  as  any  rails,  sleepers  or  other  property  which  it 
desires  to  remove  for  the  purpose  of  repairs  or  improvements,  be  re- 
moved and  disposed  of  by  said  last  named  party  for  its  own  use;  it 
being  always  understood  and  agreed,  however,  that  it  shall  keep  and 
deliver  up  said  railroad  and  other  property  hereby  demised  in  good 
repair  and  good  working  order  and  condition,  as  hereinbefore  agreed. 

This  lease  is  upon  condition  that  the  failure  of  the  party  of  the 

second  part,  for  a  period  of months,  to  perform  the  covenants 

of  this  lease  as  to  payment  of  rent  by  it  stipulated  to  be  paid,  shall 
terminate  said  lease,  if  the  party  of  the  first  part  shall  so  elect. 

In  witness  whereof,  the  said  New  York  Central  Railroad  Company 
and  the  said  Cleveland,  Cincinnati,  Chicago  and  St.  Louis  Railroad 
Company  have  caused  their  corporate  seals  to  be  affixed  and  their 
corporate  names  to  be  subscribed  by  their  presidents,  thereunto  duly 
authorized,  same  tenor  and  date,  the  day  and  year  first  above  written. 
New  York  Central  Railroad  Company, 

(Seal)  By  A.  Brown,  President. 

Cleveland,  Cincinnati,  Chicago  and  St.  Louis  Railway  Co., 

(Seal)  By  B.  Cane,  President. 

See  §§  2480-2518. 

FORM  708. 

Lease  of  Railroad  in  Perpetuity — Fixed  Annual  Rent. 

This  indenture,  made  this  1st  day  of  November,  A.  D.  1909,  by  and 
between  the  Chicago,  Mattoon  and  Cairo  Railway  Company,  party  of 
the  first  part,  and  the  Illinois  Central  Railroad  Company,  a  party  of 
the  second  part,  both  corporations  organized  and  existing  under  the 
laws  of  the  state  of  Illinois,  and 

Whereas,  Said  first  party  was  and  is  by  its  charter  and  the  laws  of 
the  said  state  of  Illinois,  authorized  among  other  ones  to  construct  and 
operate  a  railroad  from  the  city  of  Chicago  to  the  city  of  Cairo  in  the 
state  of  Illinois,  about  300  miles  long  and  which  said  road  is  now 
completed  and  in  operation  and  to  provide  for  the  payment  and  cost 
of  construction  of  same,  has  executed  its  bonds  in  the  sum  of  $1,000 
each,  dated  on  the  1st  day  of  June,  1906,  amounting  in  the  aggregate 
to  $1,000,000,  payable  in  annual  instalments  from  one  to  fifty  years 
from  the  date  thereof,  with  interest  thereon,  at  the  rate  of  5  per  cent 
per  annum,  payable  semi-annually,  with  principal  and  interest  payable 
in  the  city  of  New  York,  the  payment  of  which  said  bonds  are  secured 
by  mortgage  of  even  date  therewith,  to  the  said  Security  Loan  and 
Trust  Company,  as  trustee  of  its  said  road  and  of  its  property  now 
completed  and  in  operation  as  aforesaid,  together  with  its  right  of  way, 


LEASES. 


473 


road  bed,  superstructure,  grounds,  buildings  and  all  other  property 
connected  therewith,  together  with  the  rights,  privileges  and  fran- 
chises belonging  thereto  and  the  revenue  to  be  derived  therefrom, 
which  said  trust  mortgage  has  been  duly  recorded  in  the  counties  of 
the  said  state  of  Illinois  through  which  said  completed  railroad  runs ; 

And  whereas,  The  proceeds  of  said  bonds  and  the  other  means  of  said 
company  have  not  been  sufficient  to  pay  the  cost  of  construction  of 
said  railroad  and  superstructure,  and,  when  paid  for,  said  first  party 
will  have  exhausted  its  resources  and  be  without  means  to  acquire  the 
equipment  and  to  maintain  and  operate  said  road,  and  in  order  that 
the  same  may  be  equipped,  maintained  and  operated,  in  such  manner 
as  the  public  convenience  requires,  and  means  provided  for  the  pay- 
ment of  the  annually  accruing  interest  on  said  bonds,  it  has  become 
necessary  to  make  the  provisions  herein  contained : 

Now,  therefore,  this  indenture  witnesseth,  that  the  said  first  party, 
in  consideration  of  the  covenants  and  agreements  herein  contained 
to  be  kept  and  performed  by  said  second  party,  has  granted,  demised 
and  leased,  and  by  these  presents  doth  grant,  demise  and  lease,  unto 
said  party  of  the  second  part,  its  successors  and  assigns,  all  the  follow- 
ing described  premises  and  property  of  said  party  of  the  first  part,  that 

is  to  say: 

Its  said  railroad,  now  constructed,  extending  from  said  city  of  Chi- 
cago to  said  city  of  Cairo,  in  all  about  300  miles  in  length ;  and  also 
including  the  right  of  way  therefor,  roadbed,  superstructure,  and  all 
lands  and  depot  grounds,  station  houses,  depots,  tools,  materials  and 
all  other  property,  real  or  personal,  appertaining  to  said  road  and  to 
the  use  thereof,  now  owned  or  possessed  by  said  first  party,  together 
with  the  rents,  revenues  and  income  to  be  had,  levied  or  derived  there- 
from, and  all  rights,  privileges  and  franchises  of  said  first  party  of,  in, 
to,  or  concerning  the  same  and  every  part  thereof. 

To  have  and  to  hold  the  above  described  railroad  premises  and  prop- 
erty, with  the  appurtenances,  rights,  privileges  and  franchises  apper- 
taining thereto,  and  the  complete  and  exclusive  possession  thereof, 
unto  the  said  party  of  the  second  part,  its  successors  and  assigns,  from 
the  day  of  the  date  hereof,  in  perpetuity. 

Said  party  of  the  second  part,  in  consideration  of  the  premises, 
does  hereby  covenant  with  said  party  of  the  first  part,  its  successors 
and  assigns,  to  take  immediate  and  exclusive  possession  of  said  demised 
road  and  property,  and  at  its  own  expense  place  thereon  such  an 
amount  of  rolling  stock  as  may  be  reasonably  required  for  the  trans- 
action of  the  business  of  said  railroad,  and  at  all  times  to  keep  the 
same  equipped  in  such  manner  as  the  public  convenience  may  require, 


474  CORPORATION   FOEMS. 

to  maintain  said  demised  road  in  good  condition,  and  operate  the  same 
in  such  manner  as  shall  reasonably  accommodate  the  traffic  and  travel 
offered  from  time  to  time  for  transportation. 

And  that  it  will  at  all  times  save  said  first  property  and  its  succes- 
sors harmless  from  all  damages  and  liabilities  that  may  be  incurred  or 
occasioned  by  said  second  party  in  the  maintenance  and  operation  of 
said  demised  road; 

And  also  that  it  will  pay  or  cause  to  be  paid  all  taxes  and  assessments 
that  may  be  lawfully  levied  or  charged  on  said  demised  premises,  or 
any  part  thereof,  and  all  other  expenses  necessary  to  the  preservation 
of  the  property  during  the  continuance  of  this  lease. 

Said  .second  party  further  agrees  that  it  will  pay  to  or  for  said 
first  party,  its  successors  and  assigns,  rent  for  the  above  demised 
premises  at  the  times  and  in  the  manner  as  follows,  that  is  to  say :  a 
fixed  annual  rental  of  —  -  dollars,  said  rent  to  be  all  paid  by  second 
party,  its  successors  and  assigns,  semi-annually,  by  taking  up  and 
cancelling  the  semi-annually  maturing  interest  warrants  attached  to 

its  —  per  cent  bonds  above  mentioned,  upon  their  presentation 

at  its  office  in ,  and  this  instrument  shall  be  deemed  a  covenant 

with  the  bondholders  severally  so  to  apply  the  same. 

Said  second  party  further  agrees  that  it  will  not  consent  to  the  can- 
cellation of  this  lease,  or  any  change  in  the  terms  thereof,  without 

having  first  obtained  the  consent  of  the  holders  of  said  per 

cent  bonds  above  mentioned. 

Said  second  party  further  agrees  that  if  at  the  maturity  of  said 
bonds  the  time  for  the  payment  of  the  principal  thereof  be  extended, 
or  other  bonds  substituted  instead  thereof,  it  will  continue  to  pay  the 
rent  reserved  in  said  lease  by  applying  the  same  semi-annually,  as 
herein  provided,  to  the  payment,  taking  up  and  cancelling  the  coupons 
upon  any  new  issue  of  bonds  that  may  be  substituted,  at  a  rate  of  in- 
terest not  exceeding  per  cent  per  annum,  payable  semi-an- 
nually. 

And  the  said  first  party  agrees  for  itself,  its  successors  and  assigns, 
that  it  will  not,  without  first  having  obtained  the  consent  in  writing 
of  the  second  party  thereto,  create  or  authorize  to  be  created  by  mort- 
gage, trust  deed  or  otherwise,  any  lien  or  incumbrance  upon  the  said 
demised  property,  or  any  part  thereof,  during  the  continuance  of  this 
lease. 

And  it  is  mutually  agreed  that  in  case  the  party  of  the  second  part 
shall  be  deprived  of  the  possession  of  the  premises  by  legal  proceedings 
under  the  mortgage  or  otherwise,  this  lease  shall  thereupon  be  in  all 
parts  terminated. 


475 

LEASES.  ^' 


In  witness  whereof,  the  parties  hereunto  have  caused  these  presen  s 
to  be  subscribed  b,  their  respective  presidents,  and  the.r  corporate ,  «* 
to  be  hereto  affixed  and  attested  by  then-  secretary  as  of  he  day  nd 
year  first  above  written.  ^ 

See  §§  2480-2518. 

FORM  709. 

Railroad  Lease— Net  Earnings. 

Whereas,  The  stockholders  of  the Railroad  Company  herein- 
after called  the  party  of  the  first  part,  at  then-  annual  meeting  held  on 
he  first  day  of  January,  1910,  passed  a  resohition  authorizing th 
president  and  directors  of  the  company  to  lease  for  such  length  ot  time 
and  on  such  terms  as  they  might  deem  best  the  railroad,  other  prop- 
erty   rights,  and  franchises  of  any  other  railroad  company  in  which 
the  party  of  the  first  part  owns,  or  might  own  at  the  date  of  such  lease 
a  majority  in  interest  of  the  capital  stock  of  such  other  company;  and 
on  the  same  day  the  president  and  directors  passed  a  resolution  ap- 
pointing a  committee  to  procure  a  lease  of  the railroad,  here- 
inafter called  the  party  of  the  second  part,  and  authorizing  its  presi- 
dent to  execute  the  same  on  the  part  of  the  company  when  procured , 

\nd  whereas,  The  board  of  directors  of  the  party  of  the  second  part, 
on  the  1st  day  of  January,  1910,  passed  a  resolution  authorizing  a 

lease  of  its  railroad,  extending  from  to  ,  in  the  state 

of its  rolling  stock,  other  property,  rights,  franchises,  except 

the  franchise  to  be  and  exist  as  a  corporation,  and  privileges  to  the 
oartv  of  the  first  part,  and  directing  that  its  president  execute  m  the 
name  of  the  company,  and  deliver  to  the  party  of  the  first  part,  the 

Now,  in  pursuance  of  said  resolution,  the  said  parties  have  entered 
into  the  following  contract  or  lease,  to  wit : 

The  party  of  the  second  part  hereby  leases  to  the  party  of  the  first 

part,  for  the  term  of years,  its  railroad,  extending  from  — — 

0  J in  the  state  of ,  together  with  its  rolling  stock,  other 

property,  rights,  franchises  and  privileges,  except  the  franchise  to  be 
orList  as!  corporation,  upon  the  following  terms  and  conditions, 

t0  l^The  party  of  the  first  part  binds  itself  to  take  possession  of  said 
railroad,  and  operate  it  economically  and  to  the  best  advantage  re- 
ceive all  the  earnings  thereof,  and  out  of  the  same  pay  the  legi We 
operating,  and  other  necessary  expenses  incident  thereto  all  taxes 
upon  the  said  railroad  and  other  property,  any  interest  upon  the 


476  CORPORATION   FORMS. 

bonded  or  other  debts  owing  and  due  by  the  party  of  the  second  part, 
and  the  principal  of  any  debts  or  obligations  due  by  it,  which  are 
obliged  to  be  paid  during  the  term  of  the  lease,  and  all  such  other  sum 
or  sums  as  may  be  necessary  to  put  and  keep  said  railroad  and  other 
property  in  good  condition  and  repair,  and  account  for  and  pay  to  the 
party  of  the  second  part  any  net  earnings  that  may  remain  after  de- 
ducting from  the  gross  earnings  the  operating  expenses,  the  taxes  and 
principal  interests  on  debts  of  the  party  of  the  second  part,  paid  by 
the  party  of  the  first  part,  and  any  sum  or  sums  used  in  putting  or 
keeping  said  railroad  and  property  in  good  condition  and  repair  as 
above  stated. 

2.  The  party  of  the  first  part  agrees  to  render  an  accurate  annual 
statement  and  account  of  all  the  matters  specified  and  to  have  a  full 
settlement  annually  of  all  said  matters  and  things  aforesaid. 

3.  If,  in  any  year,  the  gross  earnings  should  be  insufficient  to  pay 
the  items  of  charge  specified  in  said  first  paragraph  or  portion  thereof, 
and  the  same  shall  have  been  paid  by  the  party  of  the  first  part,  the 
deficiency  shall  be  made  good  to  the  party  of  the  first  part  out  of  the 
earnings  of  the  next  subsequent  year  or  years,  and  if  not  made  good  to 
the  party  of  the  first  part  out  of  said  gross  earnings,  then  the  de- 
ficiency or  deficiencies  shall  constitute  a  valid  debt  or  debts  against  the 
party  of  the  second  part. 

4.  For  the  use  of  any  of  its  rolling  stock  and  other  property  in 
operating  the  said  railroad,  the  party  of  the  first  part  binds  itself  to 
charge  fair  rates,  not  exceeding  the  customary  rates  charged  by  other 
leading  railroad  companies  in  the  same  states  for  like  use  of  their 
rolling  stock  and  other  property  on  the  railroads  of  other  companies. 

5.  The  party  of  the  first  part  agrees  that  at  the  end  of  each  of  its 
fiscal  years  a  competent  and  impartial  accountant  shall  be  selected  by 
the  said  parties,  should  the  minority  stockholders,  or  a  majority  in 
interest  thereof  of  the  party  of  the  second  part,  demand  the  same, 
whose  business  shall  be  to  investigate  the  annual  accounts  presented 
by  the  party  of  the  first  part  of  its  operation  of  the  said  road,  and  the 
other  matters  hereinbefore  set  forth. 

6.  Should  the  party  of  the  first  part  and  the  minority  stockholders, 
or  a  majority  in  interest  thereof,  of  the  said  party  of  the  second  part, 
disagree  as  to  any  matter  growing  out  of  the  execution  of  this  con- 
tract, the  matter  in  dispute  shall  be  referred  to  arbitration,  each  party 
to  select  a  competent  and  disinterested  man,  and  the  two  selected  to 
choose  a  third  man,  and  a  decision  of  a  majority  of  the  three  arbi- 
trators thus  selected  is  to  be  binding  on  all  parties. 

7.  The  party  of  the  first  part  binds  itself  to  keep  the  said  railroad 


LEASES. 


477 


in  good  repair,  and  faithfully  operate  it  during  the  term  of  the  lease, 
and  at  the  end  thereof,  to  return  the  same  in  as  good  condition  as  when 
received  by  it  under  this  lease. 

8.  This  contract  shall  take  effect  as  from  and  after  the  10th  day  of 
March,  1910,  and  an  inventory  shall  be  made  of  all  the  property  of  the 
party  of  the'second  part,  of  whatever  kind  and  character,  which  is  to 
be  delivered  to  the  party  of  the  first  part  under  this  lease. 

In  witness,  etc. 

See  §  2493. 

FORM  710. 

Kailroad  Lease— Branch  Railroad  in  Perpetuity  for  Fixed  Rent. 

This  indenture,  made  this  25th  day  of  February,  1910,  by  and  be- 
tween the  New  Jersey  Central  Railroad  Company,  a  corporation  duly 
organized  and  existing  under  the  laws  of  the  state  of  New  Jersey, 
party  of  the  first  part,  and  the  Pennsylvania  Railroad  Company,  a 
corporation  organized  and  existing  under  the  laws  of  the  states  of 
Pennsylvania,  New  Jersey  and  New  York,  party  of  the  second  part, 

witnesseth : 

1.  The  party  of  the  first  part,  for  and  in  consideration  of  the  bene- 
fits to  accrue  under  an  agreement  for  the  interchange  of  traffic,  made 
and  entered  into  by  and  between  the  parties  hereto,  and  bearing  even 
date  herewith,  and  for  a  joint  use  of  its  tracks,  depots,  and  other 
facilities  in  the  cities  of —  -  —  and  -  -,  as  in  said  agree- 
ment more  fully  set  forth,  and  of  the  rent  hereinafter  mentioned  to  be 
paid  by  the  party  of  the  second  part,  its  successors  and  assigns,  by 
these  presents  doth  grant,  demise  and  let  unto  said  party  of  the  second 
part,  its  successors  and  assigns,  in  perpetuity,  from  and  after  the  date 
hereof,  all  that  portion  of  the  railroad  of  the  party  of  the  first  part 

known  as  the branch,  extending  from  the  terminus  thereof  in 

the  city  of to Junction,  on  the  line  of  the  road  of  said 

party  of  the  second  part  with  all  the  rights,  privileges,  franchises  and 
•    immunities  pertaining  thereto,  together  with  all  the  depots,  grounds, 
side-tracks,  water  stations,  turn-tables  and  other  property  belonging 
thereto,  excepting  and  not  including  any  rolling  stock. 

2.  The  party  of  the  first  part  agrees  to  protect  and  hold  harmless 
and  indemnified  the  party  of  the  second  part,  its  successors  and  as- 
signs, and  the  said  premises  hereby  leased,  from  and  against  all  taxes, 
assessments,  mortgages,  judgments  and  liens  of  every  kind,  and  all 
claims  for  damages  to  person  or  property  which  are  now  a  lien  upon 
the  said  premises,  or  which  now  exist,  or  which  may  hereafter  be  pre- 
sented as  existing  at  or  prior  to  the  date  hereof,  against  the  said  prem- 


478  CORPORATION    FORMS. 

ises  or  against  the  said  party  of  the  first  part,  and  from  and  against  all 
loss,  costs  and  damages  on  account  thereof,  and  to  pay  the  same. 

3.  And  the  said  party  of  the  second  part  agrees  to  protect  and  hold 
harmless  and  indemnified  the  said  party  of  the  first  part  and  said 
premises  so  leased  from  and  against  all  taxes,  assessments,  imposts,  or 
liens  which  may  be  levied,  assessed  or  imposed  upon  said  premises 
hereby  leased,  or  any  part  thereof,  from  and  after  the  date  hereof  and 
during  the  continuance  of  this  lease,  and  from  and  against  all  claims 
for  damages  to  persons  of  property,  and  from  all  claims  or  judgments 
arising  out  of  the  use  or  occupancy  of  said  premises  during  this  lease; 
and  from  any  damage  to  persons  or  property  in  consequence  of  the 
construction  or  operation  of  any  connecting  or  side-track  in  or  near 

the  city  of ,  and  from  and  against  all  loss,  costs  and  damages 

arising  therefrom,  and  to  pay  the  same. 

4.  The  party  of  the  first  part  hereby  covenants  and  agrees  that 
while  the  said  party  of  the  second  part  shall  pay  the  rents  herein  re- 
served, and  perform  the  conditions,  and  covenants  of  this  lease  on  its 
part  to  be  kept  and  performed,  the  said  party  of  the  second  part,  its 
successors  and  assigns,  shall  have  and  enjoy  peaceable  possession  of  the 
said  premises  and  every  part  thereof;  and  the  said  party  of  the  first 
part  expressly  covenants  and  agrees  that  should  the  possession  of  the 
said  leased  branch  railroad,  premises  and  appurtenances  be  taken  from 
the  possession  of  the  party  of  the  second  part  by  any  lien,  mortgage, 
judgment  or  any  legal  or  equitable  cause  existing  or  arising  prior  to 
the  taking  possession  of  said  leased  branch  railroad  herein  described, 
then  all  rent  is  to  cease,  and  to  be  determined  during  the  entire  period 
of  time  that  the  party  of  the  second  part  is  kept  out  of  possession  of 
said  leased  premises.  And  the  party  of  the  first  part  agrees  to  pay  all 
costs  and  legal  expenditures  in  defending  any  and  all  suits  brought  for 
the  recovery  of  the  possession  of  said  leased  branch  railroad  from  the 
party  of  the  second  part  under  any  claim,  judgment,  or  causes  of  action 
existing  or  arising  prior  to  the  execution  of  this  lease,  and  the  delivery 
of  possession  of  the  same  to  the  party  of  the  second  part. 

5.  And  the  party  of  the  second  part,  for  and  in  consideration  of  the 
above  mentioned  agreement  to  interchange  traffic  and  in  consideration 
of  this  lease,  for  itself,  its  successors  and  assigns,  covenants  and  agrees 
to  and  with  the  said  party  of  the  first  part  to  pay  to  the  party  of  the 
first  part  in  each  and  every  year  during  the  continuance  of  said  lease 

the  sum  of  dollars  lawful  money  of  the  United   States  of 

America,  payable  semi-annually,  on  the   first  days  of  and 

,  said  rental  to  commence  from  and  after  the  first  day  of 

,  A.  D.  19 — ,  the  said  party  of  the  second  part  to  be  at  liberty 


LEASES.  479 

however,  to  enter  upon  and  use  said  demised  premises  at  any  time 
after  the  date  hereof;  provided  that  if  said  rent  or  any  part  thereof 
shall  be  unpaid  when  due  as  herein  provided,  and  shall  so  remain  for 

the  period  of  days?  on  the  part  of  the  party  of  the  second 

part,  it  shall  be  lawful  for  the  party  of  the  first  part,  at  its  option,  to 
re-enter  and  remove  all  persons  from  the  demised  premises  and  repos- 
sess and  enjoy  the  same;  and  to  collect  the  rent  due  up  to  the  date  of 
such  repossession.  And  the  party  of  the  second  part  further  covenants 
to  surrender  and  yield  up  the  demised  premises  to  the  party  of  the 
first  part  or  its  successors  in  reasonable  condition  and  repair,  consider- 
ing their  present  condition. 

6.  It  is  further  mutually  understood,  stipulated  and  agreed,  by  and 
between  the  parties  hereto,  and  the  party  of  the  first  part,  in  considera- 
tion of  the  premises  and  of  the  sum  of  one  dollar  to  it  in  hand  paid, 
the  receipt  whereof  is  herein-  acknowledged,  hereby  agrees  that  the  said 
party  of  the  second  part  shall  be  at  liberty  and  shall  have  the  right  at 
any  time  during  the  continuance  of  this  lease  to  purchase  the  said  road, 

franchises  and  property  hereby  leased,  for  the  sum  of  dollars 

lawful  money  of  the  United  States  of  America. 

7.  This  agreement  shall  bind  the  several  parties  hereto  and  their 
successors. 

In  testimony  whereof,  the  parties  hereto  have  caused  these  presents 
to  be  signed  by  their  presidents  and  countersigned  by  their  secretaries, 
respectively,  and  their  respective  corporate  seals  to  be  hereunto  affixed, 
the  day  and  year  first  above  written ;  pursuant  to  authority  of  their 
respective  boards  of  directors  heretofore  obtained.  (Signed.) 

See  §  2480  et  seq. 


ARTICLE  ELEVEN. 
MORTGAGES  AND  TRUST  DEEDS. 

FORM  711. 
Mortgages  to  Secure  Bonds. 

This  mortgage  made  the  25th  day  of  March,  A.  D.  1910,  by  the  Hot 
Air  Stove  Company  of  the  city  of  Indianapolis,  county  of  Marion, 
state  of  Indiana,  party  of  the  first  part,  hereinafter  called  the  mort- 
gagor, unto  The  Union  Trust  Company  of  the  city  of  Indianapolis, 
county  of  Marion,  state  of  Indiana,  trustee  for  those  holding  the  obli- 
gation secured  by  this  instrument,  party  of  the  second  part,  hereinafter 
called  the  mortgagee. 

Witnesseth,  that   said  mortgagor  in  consideration  of  the  sum  of 

dollars,  the  receipt  of  which  is  hereby  acknowledged,  and  for 

the  purpose  of  securing  the  repayment  of  said  sums  with  interest,  as 
hereinafter  provided,  and  the  performance  of  the  covenants  hereinafter 
contained,  hereby  mortgages  and  warrants  unto  the  said  mortgagee, 
assigns  or  successors  in  this  trust,  and  their  successors,  the  lands, 
premises  and  property  situated  in  the  city  of  Indianapolis,  county  of 
Marion  and  state  of  Indiana,  described  as  follows:  (here  describe), 
together  with  all  and  singular  the  hereditaments  and  appurtenances 
belonging  to  said  mortgagor,  and  situated  on  the  above  described 
premises,  and  all  that  may  hereafter  be  put  thereon  or  attached  thereto 
in  any  way  or  form. 

Provided  always,  and  these  presents  are  upon  the  express  condition, 
that  whereas  the  said  Hot  Air  Stove  Company  mortgagor,  has  executed 
bonds  of  the  denomination  of  $1,000  each  with  coupons  for  the  semi- 
annual interest  thereon  at  the  rate  of  o  per  cent  per  annum,  bearing 
even  date  herewith,  and  delivered  the  same  to  the  mortgagee,  the  prin- 
cipal sum  of  which  said  bonds  is  payable  on  the —  day  of , 

A.  D. ,  and  the  interest  thereon  is  payable  on  the days 

°f aQ<i in  each  and  every  year  hereafter  until  the  said 

principal  sum  shall  be  paid  according  to  the  tenor  and  effect  of  said 
bonds  and  coupon  interest  notes,  and  which  said  principal  and  interest 

is  payable  at ,  if  said  mortgagor  shall  pay  or  cause  to  be  paid 

said  bonds  and  the  interest  thereon  as  above  provided,  and  shall  keep 

480 


MORTGAGES    AND   TRUST   DEEDS.  481 

and  perform  the  covenants  and  agreements  herein  contained  by 


to  be  performed,  then  these  presents  and  said  bonds  shall  cease  and 
shall  be  null  and  void.  And  the  said  Hot  Air  Stove  Company,  mort- 
gagor for  itself,  successors  and  assigns,  hereby  covenants  with  said 
mortgagee,  its  legal  representatives  and  assigns,  as  follows : 

First,  said  mortgagor  will  pay  to  said  mortgagee  its  legal  representa- 
tive and  assigns,  the  said  sum  of dollars  with  interest  thereon 

at  the  rate  of per  cent  per  annum,  payable annually, 

until  the  full  payment  of  said  principal  sum  according  to  the  terms  of 

said  bonds  aforementioned,  and  will  pay  interest  at  the  rate  of — 

per  cent  per  annum,  semi-annually  upon  all  overdue  interest  or  prin- 
cipal from  the  time  of  its  maturity. 

Second.  The  said  mortgagor  within  forty  days  after  same  shall 
become  due  and  payable,  will  pay  all  taxes  and  assessments,  rates  and 
charges,  and  all  labor,  mechanics  or  other  liens  of  every  name  and 
nature  which  shall  be  levied  or  imposed  upon  said  property,  or  upon 
or  on  account  of  this  mortgage  or  the  indebtedness  secured  hereby  or 
upon  the  interest  or  estate  in  said  property  represented  by  this  mort- 
gage, whether  levied  or  imposed  against  the  said  mortgagor  and  the 
mortgagor  hereby  waives  any  and  all  claim  or  right  against  said  mort- 
gagee, its  legal  representatives  or  assigns  or successors  in  this 

trust,  to  any  payments  or  rebate  on  or  offset  against  the  interest  or 
principal  of  said  indebtedness  by  reason  of  the  payment  of  any  of  said 
taxes,  assessments,  rates,  charges,  or  labor  or  mechanics'  liens.  Provided, 
however,  that  if  the  sum  of  interest  due  under  this  mortgage  in  any  one 
year,  plus  the  taxes  levied  upon  or  on  account  of  said  mortgage  in  the 
same  year  shall  exceed  the  rate  of  interest  allowed  by  law  to  be  stipu- 
lated therefor,  that  such  excess  of  taxes  shall  be  paid  by  said  trustee  and 
the  party  of  the  first  part  shall  in  no  case  be  liable  therefor. 

Third.  That  the  said  mortgagor  will  keep  all  destructible  property 
described  in  this  mortgage  or  situated  upon  the  lands  described  in  this 
mortgage  insured  against  loss  and  damage  by  fire  in  responsible  insur- 
ance companies  approved  by  the  mortgagee,  to  an  amount  not  less  than 
. dollars,  and  pay  the  premiums  therefor.  All  loss  in  the  pol- 
icies for  said  insurance  to  be  payable  to  the  said  mortgagee  as 

interest,  created  by  this  mortgage  may  appear,  and  will  deliver  the 
said  policies,  as  soon  as  issued  to  said  mortgagee. 

Fourth.     If  said  mortgagor  makes  default  in  the  payment  of  any 
of  the  aforesaid  taxes,  assessments,  rates  and  charges,  or  labor,  me- 
chanic or  other  liens,  or  in  procuring  and  maintaining  insurance  as 
above  covenanted,  said  mortgagee,  its  representatives  or  assigns  may 
31— Thomp.  Coep.  VII. 


482  CORPORATION    FORMS. 

pay  such  taxes,  assessments,  rates  and  charges  or  labor,  mechanics'  or 
other  liens  and  effect  such  insurance  and  the  sum  so  paid  shall  be  a 
further  lien  on  the  aforesaid  premises  and  property  under  this  mort- 
gage, prior  and  superior  to  said  bonds  and  coupons  and  payable  forth- 
with, with  interest  at  the  rate  of  5  per  cent  per  annum. 

Fifth.  Should  default  be  made  in  the  payment  of  an}-  instalment 
of  principal  maturing  hereon  before  the  whole  thereof  becomes  due  or 
of  any  instalment  of  interest  when  the  same  becomes  due  and  payable 
or  of  any  taxes,  assessments,  rates  and  charges  or  of  any  labor,  me- 
chanics' or  other  liens  or  of  any  premiums  for  insurance,  or  any  part 
thereof,  when  the  same  are  payable  as  above  provided,  and  should  the 
same  or  any  part  thereof  remain  unpaid  for  a  period  of  thirty  days, 
then  and  from  thenceforth,  the  aforesaid  principal  sum  with  all  arrear- 
ages of  interest,  shall  at  the  option  of  said  mortgagee,  its  legal  repre- 
sentatives or  assigns,  become  due  and  be  payable  therefrom  and  there- 
after, although  the  period  above  limited  for  the  payment  of  the  same 
shall  not  then  have  expired,  anything  hereinbefore  or  in  said  bonds 
contained  to  the  contrary  thereof  in  any  wise  notwithstanding. 

Sixth.    All  the  aforesaid  covenants  shall  run  with  the  land. 

Seventh.  That  upon  default  being  made  in  the  payment  of  prin- 
cipal or  interest  hereon,  or  of  any  part  thereof  at  the  time  the  same 
becomes  due  and  payable  according  to  the  terms  hereof,  the  said  mort- 
gagee, its  legal  representative  or  assigns  are  hereby  authorized  and  em- 
powered to  grant,  bargain,  and  sell,  release  and  convey  the  said  prem- 
ises, property  and  appurtenances  at  public  vendue,  and  to  execute  and 
deliver  to  the  purchaser  or  purchasers  at  such  sale  good  and  sufficient 
deeds  and  conveyances  in  law  pursuant  to  the  statute  in  such  case 
made  and  provided,  rendering  any  surplus  moneys  after  payment  of 
the  moneys  due  hereon,  the  attorney  fee  provided  by  law  and  the 
costs  and  charges  of  said  vendue  and  sale  to  the  said  mortgagor,  its 
legal  representatives  or  assigns. 

In  witness  whereof,  the  said  mortgagor  has  hereunto  set  its  hand 
and  seal  the  day  and  year  first  above  written. 

The  Hot  Air  Stove  Company, 

(Seal.)  By  John  Jones,  President. 

Attest : 

James  Brown,  Secretary. 
State  of  Indiana,  County  of  Marion,  ss  : 

Personally  appeared  before  me,  Richard  V.  Sipe,  a  notary  public  in 
and  for  said  county  and  state,  the  above-named  The  Hot  Air  Stove 
Company,  by  its  president,  John  Jones,  and  acknowledged  the  execu- 
tion of  the  above  and  foregoing  mortgage. 


MORTGAGES    AND   TRUST    DEEDS.  483 

Witness  my  hand  and  notarial  seal  this  25th  day  of  March,  A.  D. 

1910.  Eichard  V.  Sipe,  Notary  Public. 

(Seal.) 

See  §§  2527  et  seq.,  2560  et  seq.,  2570  et  seq.,  2580  et  seq.,  2585  et  seq. 
And  see  §  1870. 

FORM  712. 

Trust  Deed  or  Mortgage  Securing  Bond. 

This  indenture,  made  this  1st  day  of  January,  A.  D.  1910,  by  and 
between  the  Atlantic  Bridge  Company,  a  stock  corporation  duly  or- 
ganized and  existing  under  and  by  virtue  of  the  state  of  New  Jersey, 
located  and  having  its  principal  office  in  the  city  of  Trenton,  county  of 
Hudson,  state  of  New  Jersey,  party  of  the  first  part,  and  the  Consoli- 
dated Trust  Company,  as  trustee,  for  the  purposes  hereinafter  set 
forth,  party  of  the  second  part, 

Witnesseth,  whereas  the  said  party  of  the  first  part  desires  to  raise 
money  for  the  purpose  of  discharging  or  paying  certain  debts  against 
said  corporation,  heretofore  necessarily  incurred  in  its  business,  and 
to  borrow  money  for  the  transaction  of  its  business  and  for  the  exer- 
cise of  its  corporate  rights,  privileges  and  franchises,  and  for  other 
lawful  purposes  has,  by  a  resolution  of  its  board  of  directors,  author- 
ized the  making  and  issuing  of  its  negotiable  coupon  bonds,  each  of  the 
denomination  of  $1,000,  numbered  consecutively  from  1  to  10,  and  all 
its  registered  bonds,  of  the  denomination  of  $5,000,  numbered  con- 
secutively from  11  to  15,  such  coupon  and  registered  bonds  to  amount 

in  the  aggregate  to  $35,000,  and  to  bear  date  on day  of , 

1910,  payable years  from  date  in  gold  coin  of  the  United  States 

of  the  present  standard  of  weight  and  fineness  and  bearing  interest  at 
the  rate  of  5  per  cent  per  annum,  payable  in  like  gold  coin  semi-' 
annually  on  the  first  days  of  January  and  July  of  each  year;  and 

Whereas,  All  of  said  bonds  are  to  be  sealed  with  the  corporate  seal 
of  said  Atlantic  Bridge  Company,  signed  by  its  president  and  secre- 
tary, with  the  certificate  of  the  trustee  hereunder  endorsed  thereon, 
and  each  of  said  coupon  bonds  to  have  interest  coupons  attached, 
which  said  bonds,  coupons  and  certificates  are  all  to  be  substantially 
of  the  following  tenor,  to  wit:  (Here  insert  bonds,  coupons  and  cer- 
tificate.) 

And  whereas  the  written  consent  of  the  stockholders  owning  at 
least  three-fourths  of  the  stock  of  said  Atlantic  Bridge  Company  has 
been  given  to  the  execution  of  this  mortgage  and  deed  of  trust  and  to 
the  issue  and  execution  of  said  bonds,  and  a  certificate  under  the  seal 
of  said  Atlantic  Bridge  Company,  that  such  consent  was  so  given,  sub- 


484  CORPORATION    FORMS. 

scribed  and  acknowledged  by  said  company  by  its  president  and  secre- 
tary has  been  filed  and  recorded  in  the  office  of (or  with  the 

consent  of  the  stockholders  so  authorized,  given  as  the  case  may  be), 
and  whereas,  at  a  meeting  duly  called  for  that  purpose,  this  mortgage 
and  deed  of  trust  was  submitted  to  the  board  of  directors  of  the  At- 
lantic Bridge  Company,  and  it  was  then  and  there  duly  resolved  that 
this  mortgage  or  deed  of  trust  be  executed  by  the  president  of  said 
Atlantic  Bridge  Company,  in  its  name  and  on  its  behalf,  and  that  the 
corporate  seal  of  said  company  be  hereunto  affixed  and  attested  by  the 
secretary  and  that  this  mortgage  and  deed  of  trust  be  duly  delivered 
on  behalf  of  said  company  to  the  Consolidated  Trust  Company  trustee 
herein  named. 

Now,  therefore,  this  indenture  witnesseth,  That,  in  order  to  secure 
payment  of  the  principal  and  interest  of  the  bonds  aforesaid  at  any 
time  outstanding  according  to  their  tenor  and  effect,  and  the  fulfill- 
ment of  the  conditions  and  covenants  hereinafter  contained,  and  irre- 
spective of  their  time  of  issue  and  for  and  in  consideration  of  the  pur- 
chase and  acceptance  of  said  bonds  by  the  holders  thereof,  and  of  the 
sum  of  one  dollar  to  it  duly  paid  by  the  trustee,  party  of  the 
second  part,  at  or  before  the  ensealing  of  these  presents,  the  receipt 

whereof  is  hereby  acknowledged  the company,  party  of  the  first 

part,  has  granted,  bargained,  sold,  aliened,  remised,  conveyed  and  con- 
firmed, assigned,  transferred  and  set  over,  and  by  these  presents  does 
grant,  bargain  and  sell,  alien,  remise,  convey  and  confirm,  assign, 
transfer  and  set  over,  unto  the  said  trustee,  the  party  of  the  second 
part,  and  to  his  successor  or  successors,  forever,  all  and  singular  the 
following  described  properties :    ( Insert  description. ) 

Together  with  all  and  singular  the  tenements,  hereditaments  and 
appurtenances  belonging  to  the  property  hereby  conveyed,  or  in  any- 
wise thereto  appertaining,  and  the  reversions,  remainders,  tolls,  in- 
comes, rents,  issues  and  profits  thereof;  and  also  all  the  estate,  right, 
title,  interest,  property,  possession,  claim  and  demand  whatsoever,  as 
well  in  law  as  in  equity,  of  the  party  of  the  first  part  of,  in  and  to  the 
same,  and  any  and  every  part  thereof,  with  the  appurtenances;  and 
also  all  and  every  other  estate,  right,  title,  and  interest,  property  and 
appurtenances  which  the  said  party  of  the  first  part  may  hereafter  ac- 
quire. 

To  have  and  to  hold  the  said  above  described  premises,  property, 
rights,  franchises  and  appurtenances,  unto  the  said  party  of  the  second 
part  and  his  lawful  successor  or  successors,  forever. 

But  in  trust,  nevertheless,  for  the  benefit,  security  and  protection  of 
the  persons  and  corporations,  firms  and  partnerships  who  may  be  or 


MORTGAGES    AND   TRUST    DEEDS.  485 

become  holders  of  the  aforesaid  bonds  and  interest  coupons,  or  any  or 
either  of  them,  and  for  enforcing  the  payment  thereof,  when  payable, 
according  to  the  true  intent  and  meaning  of  the  stipulations  of  this 
mortgage  or  deed  of  trust,  and  of  said  bonds  and  said  interest  coupons, 
and  without  preference,  priority  or  distinction  as  to  lien  or  otherwise 
of  any  of  said  bonds  over  any  of  the  others,  by  reason  of  priority  in 
the  time  of  the  issue  or  negotiation  thereof  or  otherwise;  provided, 
however,  and  these  presents  are  upon  the  express  condition,  that  if  the 
party  of  the  first  part,  its  successors  or  assigns  shall  well  and  truly 
pay,  or  cause  to  be  paid,  unto  the  holders  of  the  bonds  to  the  issue 
hereunder,  the  principal  and  interest  to  become  due  thereon  to  said 
holders  at  the  times  and  in  the  manner  stipulated  in  said  bonds  and  in 
said  interest  coupons  according  to  the  true  intent  and  meaning  thereof, 
and  shall  well  and  truly  keep,  observe  and  perform  all  and  singular 
the  covenants,  promises  and  conditions  in  the  said  bonds  hereby  se- 
cured and  in  this  indenture  expressed  to  be  kept,  observed  and  per- 
formed by  or  on  the  part  of  the  said  party  of  the  first  part,  then  these 
presents  and  the  estate  and  right  thereby  granted  shall  cease,  deter- 
mine and  be  void,  otherwise  to  remain  in  full  force.  And  it  is  hereby 
expressly  covenanted  and  agreed,  by  and  between  the  parties  hereto, 

and  the company,  for  itself,  its  successors  and  assigns,  doth 

hereby  covenant  and  agree,  and  the  trustees  covenanting  for  himself, 
his  successor  or  successors  in  the  trust  hereby  created,  with  and  on  be- 
half of  the  respective  persons,  corporations,  firms  and  partnerships,  who 
shall  hold  any  of  said  bonds  or  coupons,  that  the  further  trusts,  uses, 
purposes,  conditions  and  covenants  upon  which  the  said  property  and 
franchises  hereby  mortgaged  and  conveyed  are  to  be  held  by  the  trus- 
tee and  subject  to  which  the  said  bonds  secured  hereby  are  to  be  issued 
and  to  be  held  by  each  and  every  holder  thereof,  are  as  follows,  that  is 
to  say : 

First.  This  mortgage  or  deed  of  trust  is  to  be  a  continuing  lien  to 
secure  the  full  and  final  payment  of  the  principal  and  interest  of  all 
bonds  which  may  from  time  to  time  be  issued  and  negotiated  under 
the  same,  but  so  that  the  total  aggregate  amount  of  said  bonds  so  issued 

and  negotiated  shall  not  exceed dollars  and  to  be  issued  upon 

the  terms  and  of  the  denomination,  and  to  mature  and  become  payable 
in  the  manner  and  at  the  place  and  time  or  times  hereinbefore  stated, 
with  interest  payable  as  so  stated. 

Second.  The  coupon  bonds  and  registered  bonds  intended  to  be  se- 
cured hereby  shall,  from  time  to  time,  be  executed  by  the com- 
pany and  delivered  to  the  trustee,  to  be  certified  and  delivered  by  him, 
and  only  such  of  said  bonds  as  shall  be  so  certified  by  the  trustee,  by 


486  CORPORATION"   FORMS. 

signing  the  certificate  endorsed  thereon,  shall  be  secured  by  this  mort- 
gage or  deed  of  trust  or  be  entitled  to  any  lien  or  benefit  thereunder; 
and  such  certificate  of  the  trustee  shall  be  conclusive  evidence  that  the 
bonds  so  certified  have  been  duly  issued  hereunder  and  are  entitled  to 
the  benefit  of  the  trust  hereby  created. 

Third.    The company  covenants  and  agrees  that  it  will  fully 

and  entirely  pay  off  and  satisfy  the  whole  of  said  bonds  to  be  issued 
hereunder,  principal  and  interest,  according  to  the  terms  thereof,  with- 
out delay  and  without  deduction  from  either  said  principal  or  interest 
for  any  taxes,  assessments  and  governmental  or  other  charges  now  or 
hereafter  imposed  upon  the  said  bonds  or  any  interest  thereon,  either 
by  the  United  States,  or  by  any  state,  county  or  municipal  authority, 
which  the company  may  be  required  to  deduct  therefrom. 

Fourth.  Until  default  shall  be  made  in  the  payment  of  the  principal 
or  interest  of  any  of  the  bonds  hereby  secured,  or  any  part  thereof,  as 
and  when  the  same  shall  become  due  and  payable,  or  in  the  perform- 
ance or  observance  of  any  condition,  covenant,  agreement  or  require- 
ment of  said  bonds  or  of  this  mortgage  or  deed  of  trust  the  trustee  shall 

permit  and  suffer  the company,  its  successors  and  assigns  to 

possess,  operate  and  enjoy  the  real  and  personal  property  hereby  mort- 
gaged, with  the  appurtenances  thereunto  belonging,  in  any  manner  not 
inconsistent  with  these  presents,  and  to  receive  and  use  the  tolls,  in- 
comes, rents,  issues  and  profits  thereof. 

Fifth.  When  and  as  the  interest  coupons  annexed  or  to  be  annexed 
to  the  bonds  secured  hereby  mature  and  are  paid  by  the com- 
pany or  by  any  person  or  corporation  for  it,  or  on  its  behalf,  they  shall 
be  canceled.  All  coupons  maturing  before  the  delivery  of  bonds  by  the 
party  of  the  second  part  shall  be  cut  off  and  canceled  by  the  party  of 
the  second  part  before  the  delivery  of  such  bonds. 

Sixth.    The company  covenants  and  agrees  that  it  shall  and 

will,  from  time  to  time,  pay  and  discharge,  before  the  same  shall  fall 
into  arrears,  all  taxes,  water  rates,  assessments  and  governmental 
charges,  and  lawfully  imposed  upon  the  franchises  and  lands,  and 
other  hereby  mortgaged  premises,  or  upon  any  part  thereof,  the  lien 
of  which  might  or  could  be  held  to  be  superior  to  the  lien  hereof,  and 
will  pay  and  discharge  all  claims  of  every  kind  and  nature  which  may 
hereafter  become  a  lien  upon  the  hereby  mortgaged  premises,  or  any 
part  thereof,  prior  to  the  lien  hereof,  so  that  the  priority  of  this  mort- 
gage may  be  duly  preserved,  and  will  keep  said  mortgaged  premises 
in  good  order  and  repair  and  shall  not,  and  will  not,  create  or  suffer  to 
be  created  any  mechanics',  laborers',  or  other  lien  or  charge  whatsoever 
upon  the  mortgaged  premises  or  any  part  thereof,  which  might  or  could 


MORTGAGES   AND   TRUST    DEEDS.  487 

be  prior  to  the  lien  of  these  presents,  or  to  do  or  suffer  any  matter  or 
thing  whereby  the  lien  of  these  presents  might  or  could  be  impaired, 
until  the  bonds  hereby  secured,  with  all  interest  accrued  thereon  shall 
be  fully  paid  and  satisfied. 

Seventh.    The  company  further  covenants  and  agrees  that 

it  shall  and  will  at  all  times,  until  said  bonds,  hereby  secured,  with  all 
interest  accrued  thereon,  shall  be  fully  paid  and  satisfied,  keep  such 
parts  of  the  said  mortgaged  premises  or  property  as  are  liable  to  be  de- 
stroyed or  injured  by  fire,  insured  against  loss  by  fire  in  some  solvent 
fire  insurance  company  or  companies  authorized  to  transact  business  in 
the  state  of  New  York,  and  approved  by  the  trustee,  to  an  amount  equal 
to  the  insurable  value  of  said  property,  payable  in  case  of  loss  to  the 
trustee ;  and  all  moneys  collected  from  such  insurance  shall  be  held  by 
the  trustee  for  the  further  security  of  the  bondholders  hereunder  until 

the  company  hereunder  shall,  after  the  fire,  have  applied  an 

equal  sum  of  money  to  the  reconstruction  or  repair  of  the  part  of  the 
premises  destroyed  or  injured,  or  to  the  erection  of  other  permanent  im- 
provements upon  such  mortgaged  premises ;  whereupon  from  such  in- 
surance moneys  held  by  the  trustee  there  shall  be  paid  to  the  said 

company,  from  time  to  time,  an  amount  equal  to  the  amount  so 

applied  by  it  after  the  fire,  to  such  reconstruction,  repair,  or  erection. 

Eighth.    The  said company  shall  and  will,  from  time  to  time 

during  the  continuance  of  this  trust  and  mortgage,  make,  execute  and 
deliver  all  such  further  instruments  and  conveyances  as  may  be  neces- 
sary to  vest  in  said  trustee,  and  his  successor  or  successors,  the  within 
described  and  all  subsequently  acquired  property  and  rights  of  prop- 
erty to  facilitate  the  execution  of  said  trust. 

Ninth.  It  is  further  covenanted  and  agreed  that  the  personal  prop- 
erty herein  before  described  and  hereby  conveyed,  or  intended  so  to  be, 
shall  be  real  estate  for  all  the  purposes  of  this  instrument,  and  shall  be 
held  and  taken  to  be  fixtures  and  appurtenances  of  the  mortgaged 
premises,  and  as  a  part  thereof,  and  are  to  be  used  and  sold  therewith 
and  not  separate  therefrom,  except  as  herein  expressly  provided. 

Tenth.  The  said  company  shall  be  permitted  to  alter,  re- 
move, sell  or  dispose  of  any  buildings,  fixtures,  machinery  or  other  ap- 
pliances upon  the  mortgaged  premises  which  cannot  be  advantageously 
used  in  the  judicious  operation  and  management  of  the  business  of 
said  company,  provided  that  no  such  sale  shall  be  made  if  it  exceeds 

the  sum  of dollars,  unless  the  written  assent  of  the  trustee  shall 

have  first  been  obtained,  and  provided  always  that  the  said  

company  shall,  and  it  hereby  agrees  that  in  such  case  it  will,  replace 
any  buildings,  fixtures,  machinery  or  other  appliances  removed,  sold 


488  CORPORATION   FORMS. 

or  otherwise  disposed  of,  by  acquiring,  subject  to  this  mortgage,  other 
real  estate,  or  placing  upon  the  mortgaged  property,  subject  to  this 
mortgage,  other  buildings,  fixtures,  machinery  or  other  appliances  equal 
in  value  to  the  value  of  the  property  so  removed,  sold,  or  otherwise  dis- 
posed of,  or  by  paying  to  the  trustee  the  appraised  value  of  such  prop- 
erty, and  any  sum  so  received  by  the  trustee  shall,  upon  request  of  said 

company,  be  invested  in  bonds  secured  by  this  mortgage,  or  in 

bonds,  mortgages  or  securities  authorized  by  law  for  the  investment  of 
funds  of  savings  banks  in  the  state  of  New  York,  which  bonds,  mort- 
gages or  securities  shall  be  held  for  the  further  security  of  the  bonds 
secured  by  this  mortgage ;  but  until  default  in  the  payment  of  the  prin- 
cipal or  interest  of  the  bonds,  secured  hereby,  or  some  parts  thereof, 
interest  and  income  of  said  bonds,  mortgages  or  securities  shall  be  paid 

to  the company. 

Eleventh.    In  case  default  shall  be  made  in  the  payment  of  any  in- 
terest on  any  of  said  bonds,  secured  hereby,  as  and  when  such  interest 

shall  become  due  and  secured,  such  default  shall  continue  for ■ 

months,  or  in  case  default  shall  be  made  in  the  payment  of  the  prin- 
cipal of  any  of  said  bonds,  when  the  same  shall  mature  or  otherwise 
become  payable,  then,  and  in  every  such  case,  the  trustee  may,  and 

upon  the  request  of  the  holders  of  in  interest  of  the  bonds 

hereby  secured  and  then  outstanding,  by  an  instrument  or  concurrent 
instruments  in  writing,  signed  by  them  or  by  their  attorneys  in  fact 
duly  authorized  for  that  purpose,  shall,  with  or  without  entry,  sell  all 
the  premises,  estate,  property,  rights  and  franchises  hereby  conveyed, 

or  so  intended  to  be,  at  public  auction  at  ,  or  other  suitable 

place  in  the  city  of ,  after  giving  notice  of  such  sale  as  required 

by  law,  and  also  notice  by  publication  in  at  least  two  newspapers  pub- 
lished in  ,  at  least  once  a  week  for consecutive  weeks 

next  preceding  such  sale,  and  from  time  to  time  to  adjourn  such  sale 
or  sales  in  his  discretion,  and  without  further  notice  to  hold  such  ad- 
journed sale  or  sales,  and  upon  any  sale  or  sales  hereunder  to  make  and 
deliver  to  the  purchaser  and  purchasers  of  the  premises,  estate,  prop- 
erty, rights  and  franchises  so  sold,  a  good  and  sufficient  deed  or  deeds 
for  the  same,  which  sale  shall  be  a  perpetual  bar  both  in  law  and  in 
equity,  against  the  said company,  and  all  persons  and  corpora- 
tions lawfully  claiming,  or  to  claim  by,  to  or  under  it,  and,  upon  the 
making  of  any  such  sale,  the  principal  of  all  the  bonds  hereby  secured 
and  then  outstanding  shall  forthwith  become  due  and  payable,  any- 
thing in  said  bonds  to  the  contrary  notwithstanding,  and  upon  the 
making  of  any  such  sale,  trustee  shall  apply  the  proceeds  thereof  as 
follows,  to  wit: 


MORTGAGES    AND   TEUST   DEEDS.  489 

1.  To  the  payment  of  the  costs  and  expenses  of  such  sale  or  sales, 
including  a  reasonable  compensation  to  such  trustee,  his  agents,  attor- 
neys, and  counsel,  and  all  expenses,  liabilities  and  advances  made  and 
incurred  by  such  trustee  in  managing  and  maintaining  the  property 
hereby  conveyed,  or  intended  to  be,  and  all  taxes  and  assessments  su- 
perior to  the  lien  of  these  presents. 

2.  To  the  payment  of  the  whole  amount  of  principal  and  interest 
which  shall  then  be  owing  or  unpaid  upon  the  bonds  secured  hereby, 
without  any  preference  or  priority  whatever,  whether  the  said  princi- 
pal by  the  tenor  of  said  bonds,  be  then  due  or  yet  to  become  due ;  and 
in  case  of  the  insufficiency  of  such  proceeds  to  pay  in  full  the  whole 
amount  of  such  principal  and  interest  owing  and  unpaid  upon  the 
said  bonds,  then  to  the  payment  of  such  principal  and  interest  pro  rata 
without  preference  or  priority,  but  ratably,  to  the  aggregate  amount 
of  such  principal  and  accrued  and  unpaid  interest. 

3.  To  pay  over  the  surplus,  if  any,  to  whomsoever  may  be  lawfully 
entitled  to  receive  the  same. 

Twelfth.  It  is  further  declared  and  agreed  that  the  receipt  of  the 
trustee,  who  shall  make  the  sale,  hereinbefore  authorized,  shall  be  a 
sufficient  discharge  to  the  purchaser  or  purchasers  at  such  sale  for 
his  or  their  purchase  money ;  and  such  purchaser  or  purchasers,  his  or 
their  heirs  or  assigns,  or  personal  representatives,  shall  not,  after 
paying  such  purchase  money  and  receiving  such  receipt  of  the  trustee 
therefor,  be  obliged  to  see  to  the  application  of  such  purchase  money 
upon  or  for  the  trust  or  purposes  of  these  presents,  or  be  in  any  wise 
answerable  for  any  loss,  misapplication  or  non-application  of  such 
purchase  money  by  the  trustee. 

Thirteenth.  In  case  default  shall  be  made  in  the  payment  of  the 
principal  or  interest  of  any  of  said  bonds,  when  the  same  shall  be- 
come due  and  payable,  or  in  the  observance  or  performance  of  any  cove- 
nant or  condition  in  said  bonds  herein  contained  on  the  part  of  the 

party  of  the  first  part,  and  such  default  shall  continue  for  

months,  it  shall  be  the  duty  of,  and  it  is  hereby  made  obligatory  upon 
the  trustee,  upon  the  request  in  writing  of  holders  of in  inter- 
est of  said  bonds  hereby  secured  and  then  outstanding,  and  upon 
proper  indemnification,  to  proceed  forthwith  to  enforce  the  rights  of 
said  trustee  and  of  the  bondholders  hereunder  by  sale  or  entry,  or  both, 
according  to  such  requisition,  or  by  judicial  proceedings  for  such  pur- 
pose, as  he,  being  advised  by  counsel  learned  in  the  law,  shall  deem 
most  expedient  in  the  interest  of  the  holders  of  the  bonds  secured 
hereby. 

Fourteenth.    The  several  remedies  granted  hereunder  shall  be  cumu- 


490  CORPORATION   FORMS. 

lative  and  not  exclusive  one  of  the  other,  and  shall  be  in  addition  to 
all  other  remedies  to  enforce  the  lien  of  these  presents. 

Fifteenth.  In  case  of  any  default  on  its  part,  as  aforesaid,  the  party 
of  the  first  part  shall  not,  and  will  not,  apply  for  or  avail  itself  of  any 
appraisement,  valuations,  pay,  extension  or  redemption  laws,  now  ex- 
isting, or  which  may  hereafter  be  passed,  in  order  to  prevent  or 
hinder  the  enforcement  of  foreclosure  of  this  mortgage  or  the  absolute 
sale  of  the  premises  hereby  granted  free  from  any  right  of  redemption, 
or  the  final  and  absolute  putting  into  possession  thereof  immediately 
after  such  sale  the  purchaser  or  purchasers  thereof,  but  hereby  waives 
the  benefits  of  all  such  laws. 

Sixteenth.  Upon  the  filing  of  a  bill  in  equity  or  other  commence- 
ment of  judicial  proceedings  to  enforce  the  rights  of  the  trustee  or  of 
the  bondholders  under  these  presents,  the  said  trustee  shall  be  entitled, 
as  a  matter  of  right,  to  the  appointment  of  a  receiver  or  receivers  of 
the  property  hereby  mortgaged,  and  of  the  earnings,  income,  rents, 
issues  and  profits  thereof,  pending  such  proceedings. 

Seventeenth.  Upon  payment,  when  due,  of  all  the  principal  and  in- 
terest of  all  the  bonds  which  shall  have  been  issued  hereunder,  trustees 
shall,  upon  the  written  request  of  the company  enter  satisfac- 
tion of  this  mortgage  upon  the  records,  and  shall  do,  make,  execute  and 
deliver  such  deeds,  acts,  instruments  or  assurances  as  may  be  necessary 

to  vest  all  the  mortgaged  premises  and  property  in  the  said  

company,  its  successors  and  assigns,  free  and  discharged  from  the  lien 
of  these  presents. 

Eighteenth.  It  is  covenanted  and  agreed  that  the  trustee  shall  not 
be  answerable  for  anything  except  gross  negligence  or  wilful  miscon- 
duct in  the  discharge  of  his  duties.  And  it  is  further  covenanted  and 
agreed  that  the  trustee  may  resign  and  discharge  himself  of  the  trust 

hereby  created  by  notice  in  writing  to  the company,  to  be  given 

at  least months  before  such  resignation  shall  take  effect.    And 

whenever  notice  of  such  resignation  is  so  given,  or  a  vacancy  in  office 
of  trustee  hereunder  shall  occur,  a  new  trustee  shall  be  appointed  as 
follows : 

The company  covenants  and  agrees  that  it  will  pay  to  the 

trustee  hereunder  his  reasonable  fees  and  expenses  in  the  execution  of 
the  trusts  hereby  created. 

Lastly.  The  trustee,  party  of  the  second  part,  hereby  accepts  the 
trust  hereby  created  and  covenants  faithfully  to  execute  the  same. 

In  witness  whereof,  the  party  of  the  first  part  has  caused  these  pres- 
ents to  be  signed  by  its  president,  and  its  corporate  seal  to  be  hereunto 
affixed  and  attested  by  its  secretary ;  and  the  party  of  the  second  part, 


MORTGAGES    AND   TRUST   DEEDS.  491 

in  token  of  his  acceptance  of  the  trust  and  obligations  hereby  imposed 
upon  him,  has  signed  and  sealed  the  same,  the  day  and  year  first  herein 
witnessed.  The  Atlantic  Bridge  Company, 

(Seal.)  By  John  Smith,  President 

Attest:  James  Gompers,  Secretary. 

The  Consolidated  Trust  Company, 

(Seal.)  By  John  Rockefeller,  President 

Attest:  Guy  Barker,  Secretary. 

State  of  New  Jersey,  County  of  Hudson,  ss  : 

On  the  1st  day  of  January,  A.  D.  1910,  before  me  personally  came 
John  Smith,  to  me  known,  who,  being  by  me  duly  sworn,  did  depose 
and  say  that  he  resides  in  Jersey  City,  State  of  New  Jersey ;  that  he 
is  the  president  of  the  Atlantic  Bridge  Company,  the  corporation  de- 
scribed in  and  which  executed  the  above  instrument ;  that  he  knows  the 
seal  of  said  corporation;  that  the  seal  affixed  to  said  instrument  is 
such  corporate  seal ;  that  it  was  so  affixed  by  the  order  of  the  board  of 
directors  of  said  corporation,  and  that  he  signed  his  name  thereto  by 
like  order. 

Witness  my  hand  and  notarial  seal. 

Hudson  County,  N".  J.  Richard  V.  Sipe,  Notary  Public. 

(If  such  corporation  have  no  seal  that  fact  must  be  stated  in  place 
of  the  statements  required  respecting  the  seal.) 

(Add  acknowledgment  of  trustee.) 

See  §§  2525  et  seq.,  2570  et  seq.,  2580  et  seq.    See  also,  §  1870. 

FORM  713. 
Stockholders'  Consent  to  Mortgage. 

We,  the  undersigned  stockholders,  owners  of  two-thirds  and  more  of 

the  authorized  capital  stock  of  the company,  do  hereby  consent 

to  the  execution  and  delivery  by  said  corporation  of  a  mortgage  upon 
all  its  property  and  franchises  to ,  as  trustee,  to  secure  the  pay- 
ment of  the  bonds  of  said  corporation  to  the  amount  of dollars. 

In  witness  whereof,  etc.  (Signed  and  acknowledged.) 

§§  2563-2566. 

FORM  714. 

Stockholders'  Consent  to  Mortgage. 

We,  the  undersigned  stockholders,  owners  of  all  of  the  authorized 

capital  stock  in  the company,  do  hereby  give  our  consent,  and 

do  hereby  consent,  that  the  board  of  directors  of  this  company  may 


492  CORPORATION    FORMS. 

mortgage  all  the  property  and  franchises  of  the  company  to  the  Union 
Trust  Company,  as  trustee,  to  secure  the  payment  of  the  honds  of  this 
company  authorized  by  the  said  board  of  directors,  to  the  amount  of 
dollars. 

In  witness  whereof,  etc.  (Signed  and  acknowledged.) 

§§  2566-2569. 

FORM  715. 
Stockholders'  Consent  to  Mortgage. 

We,  the  undersigned,  stockholders  of  the  company,  a  stock 

corporation  organized  and  existing  under  and  by  virtue  of  the  laws 

of  the  state  of  New  York,  and  having  a  capital  stock  of dollars, 

divided  into  shares  of  the  par  value  of  dollars  each, 

and  as  owners  of  at  least  two-thirds  of  the  authorized  and  issued  cap- 
ital stock  of  said  corporation,  do  hereby  consent  that  said  corporation 
may,  by  its  board  of  directors,  make,  execute  and  deliver  a  mortgage 
or  deed  of  trust  constituting  a  first  lien  upon  all  its  property  and  fran- 
chises to  the  Union  Trust  Company,  as  trustee,  said  mortgage  or  deed 

of  trust  to  be  dated  on  the day  of ,  1910,  and  for  the 

sum  of  not  exceeding dollars,  and  conditioned  as  security  for 

the  payment  of dollars  in  bonds  to  be  issued  by  said  

company,  as  follows,  to  wit : 

bonds  of  $1000  are  numbered  from  1  to  10  inclusive;  and 

5  bonds  of  $5000  each  are  numbered  from  11  to  15  inclusive.  Said 
bonds  to  bear  even  date  with  such  mortgage  or  trust  deed,  and  to  be 
due  and  payable  as  follows:  (Here  state.)  And  to  bear  interest  from 
date  until  the  maturity  thereof,  at  the  rate  of  5  per  cent  per  annum, 
payable  semi-annually  on  the  1st  day  of  January  and  the  1st  day  of 
July  of  each  year. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  the  number 
of  shares  of  stock  owned  by  each  of  us  in  said  corporation. 

Names.  Dated.  No.  of  Shares. 


(Signed  and  acknowledged.) 
§§  2563-2569. 

FORM  716. 

Stockholders'  Consent  to  Mortgage — Stockholders'  Meeting. 

Minutes  of  a  special  meeting  of  the  stockholders  of  the com- 
pany, held  at  the  office  of  the  company  at  200  Main  street,  on  the 


MORTGAGES   AND   TRUST   DEEDS.  493 

day  of  ,  1910,  at  2  o'clock  p.  m.,  for  the  purpose  of 

considering  a  proposition  to  borrow  money  and  for  obtaining  the  con- 
sent of  the  stockholders  to  mortgage  the  property  and  franchises  of 
this  company,  pursuant  to  notice. 

The  meeting  having  been  called  to  order,  A  B  was  selected  as  chair- 
man and  E  F  as  secretary  of  the  meeting.  Thereupon,  on  request,. the 
secretary  called  the  roll,  and  the  following  named  persons,  owners  of 
the  number  of  shares  of  the  capital  stock  set  opposite  their  respective 
names,  were  present. 

Names.  No.  of  Shares. 


The  chairman  then  stated  the  object  of  the  meeting  to  be  considered 
was  the  question  of  borrowing  money  for  the  corporation  and  to  obtain 
the  consent  of  the  stockholders  owning  three-fourths  of  the  capital 
stock  of  the  company  to  consent  to  the  execution  of  a  mortgage  upon 
all  property  and  franchises  of  the  corporation  to  secure  such  loan.  He 
further  announced  that  due  notice  had  been  given  to  each  stockholder 
of  the  time  and  place  and  purpose  of  the  meeting,  and  that  proof  of 
the  service  of  such  notice  had  been  duly  and  properly  made.  The  sec- 
retary, on  request,  then  read  the  notice  and  proof  of  service  thereof, 
which  notice  and  proof  of  service  is  as  follows:  (Here  set  out.) 

Thereupon  L  M  endorsed  the  following  preamble  and  resolution  for 
consideration : 

Whereas,  This  corporation  is  now  indebted  to  various  persons  in 

the  aggregate  in  the  sum  of dollars ;  and 

Whereas,  This  corporation  has  not  the  means  and  money  on  hand 
with  which  to  pay  such  indebtedness,  but  has  ample  property  by  which 
tto  secure  the  same ;  and 

Whereas,  The  board  of  trustees  of  this  company  has  arranged  for 
a  loan  for  such  sum,  and  an  amount  sufficient  to  pay  the  present  in- 
debtedness of  this  company,  which  can  be  obtained  by  mortgaging  or 
executing  a  trust  deed  for  the  property  of  this  company ;  and 

Whereas,  The  board  of  trustees  has  asked  the  consent  of  the  stock- 
holders of  this  company,  or  of  those  owning  three-fourths  of  the  au- 
thorized capital  stock  thereof,  for  the  execution  of  a  mortgage  or  trust 
deed  securing  such  loan. 

Therefore,  be  it  resolved,  That  we,  the  stockholders  and  holders  and 
owners  of  more  than  three-fourths  of  the  authorized  capital  stock  of 
said  corporation,  do  hereby  consent  that  the  directors  of  this  corpora- 
tion may  execute  a  mortgage  or  a  trust  deed  for  all  the  property  of 


494  CORPORATION    FORMS. 

this  corporation  to  secure  any  form  of  indebtedness  that  such  directors 
may  decide  upon,  and  which  they  may  deem  advisable,  or  which  may 
be  required  by  the  person  or  corporation  from  whom  the  board  obtains 
such  loan. 

On  motion  for  the  adoption  of  said  resolution  the  owners  of 

shares  of  the  capital  stock  cast  votes  representing  

shares  of  stock  for  the  adoption  of  said  resolution,  and  no  votes  being 
cast  against  the  adoption  of  said  resolution,  the  same  was  declared 
unanimously  adopted,  and  that  the  stockholders  owning  more  than 
three-fourths  of  the  stock  of  this  company  consented  to  the  execution 
of  a  mortgage  or  deed  of  trust  for  the  corporate  property  to  secure 
said  loan. 

It  was  further  ordered  that  the  secretary  certify  the  minutes  of  this 
meeting  to  the  board  of  directors. 

On  motion  the  meeting  was  adjourned. 

§  2566. 

FOKM  717. 
Stockholders'  Consent  to  Mortgage — Certificate. 

"We,  A  B,  president,  and  E  F,  secretary,  of  the corporation, 

hereby  certify  that  on  the  day  of ,  1910,  at  a  special 

meeting  of  the  stockholders  of  this  company,  the  following  proceed- 
ings were  had,  as  shown  by  the  minutes  and  records  of  such  stockhold- 
ers' meeting:  (Here  copy  minutes,  including  notice,  proof,  resolution 
and  vote.) 

We  further  hereby  certify  that  the  above  is  a  full,  true  and  complete 
copy  of  the  minutes  of  such  meeting  and  of  the  resolution  considered, 
and  the  vote  adopting  the  same. 

In  witness  whereof,  the  said company  has  caused  this  certifi- 
cate to  be  subscribed  and  acknowledged  by  its  president  and  by  its  sec- 
retary and  its  corporate  seal  to  be  hereunto  affixed  this  day 

of ,  1910.  Company. 

(Seal.)  A  D,  President. 

E  F,  Secretary. 
State  of ,  County  of ,  ss: 

On  this  day  of  ,  A.  D.  1910,  before  me  personally 

came  A  B  and  E  F,  to  me  known,  who,  being  by  me  duly  severally 
sworn,  did  depose  and  say,  each  for  himself,  that  the  said  A  B  resides 

in  the  city  of ,  state  of ,  and  that  said  E  F  resides  in 

the  city  of ,  state  of ;  that  the  said  A  B  is  the  president 

of  the company  and  the  said  E  F  is  the  secretary  of  the 

company,  the  corporation  described  in  and  which  executed  the  above 


MORTGAGES   AND   TRUST   DEEDS.  495 

instrument;  that  he  knows  the  seal  of  said  corporation;  that  the  seal 
affixed  to  said  instrument  is  such  corporate  seal ;  that  it  was  so  affixed 
by  order  of  the  board  of  directors  of  said  corporation,  and  that  he 

signed  his  name  thereto  by  like  order.  ,  Notary  Public. 

State  of ,  County  of ,  ss : 

On  this  day  of  ,  1910,  before  me  personally  came 

A  B  and  E  F,  to  me  known  and  known  to  me  to  be  the  persons  de- 
scribed in  and  who  made  and  signed  the  foregoing  certificate,  and  sev- 
erally duly  acknowledged  to  me  that  they  made,  signed  and  executed 
the  same  for  the  uses  and  purposes  therein  set  forth. 

,  Notary  Public. 


ARTICLE  TWELVE. 
UNDERWRITING  AGREEMENTS. 

FOKM  718. 

Underwriting  Agreement. 

This  agreement  made  this day  of by  and  between  the 

parties  hereinafter  named  witnesseth : 

Whereas, (herein  called  promoter),  proposes  to  organize  a 

corporation  under  the  laws  of  the  state  of ,  to  be  known  as  the 

company  (herein  called  the  corporation),  for  the  purpose  of  ac- 
quiring the  stock,  property  and  plants,  and  taking  over  and  consoli- 
dating the  business  of  companies  engaged  in  ,  named  and  lo- 
cated as  follows: 

And  which  corporation  shall  have  a  capital  stock  of dollars, 

consisting  of shares  of per  cent  preferred  (as  to  capital 

and  cumulative  as  to  dividends)  and shares  of  common  stock; 

and, 

Whereas,  Said  promoter  has  obtained  options  for  the  purchase  of  all 
of  said  property  of  said  companies,  at  certain  prices,  to  be  paid  for 
partly  in  cash  and  partly  in  preferred  and  common  stock  of  said  corpo- 
tion ;  and, 

Whereas,    It  will  be  necessary  to  provide  at  least dollars  in 

cash  in  order  to  complete  said  purchases  and  provide  the  necessary 
working  capital  for  said  corporation ;  and, 

Whereas,  It  is  deemed  desirable  to  form  a  syndicate  for  the  purpose 
of  furnishing  the  cash  required  as  above  set  forth,  by  underwriting  and 
guaranteeing  a  subscription  to  the  preferred  stock  of  such  corporation 
at  its  par  value,  which  syndicate  shall  be  composed  of  those  who  sub- 
scribe hereto  as  provided  herein,  and  which  syndicate  shall  be  repre- 
sented by  the bank  of as  managers  of  such  syndicate ; 

and, 

Whereas,  Such  syndicate  for  so  underwriting,  guaranteeing  and 
furnishing  the  amount  of  cash  hereinbefore  specified,  is  to  receive  as  a 

496 


UNDERWRITING    AGREEMENTS.  497 

commission  therefor  from  said  promoter, dollars  of  preferred, 

and  dollars  common  stock,  both  fully  paid  up  and  non-as- 
sessable, which  commission,  after  paying  the  fees  of  the bank 

above  named,  is  to  be  divided  among  the  undersigned  subscribers  in 
proportion  to  their  subscriptions. 

Now,  therefore,  in  consideration  of  the  premises,  the  undersigned 
subscribers,  each  desiring  to  become  a  member  of  such  syndicate,  and 
for  himself  severally  and  not  jointly,  to  underwrite  and  guarantee  the 
purchase  and  payment  of  said  stock  to  the  extent  of  his  subscription 
hereto. 

It  is  hereby  agreed  upon  the  consideration  herein  contained,  and 

dollars  by  each  paid  to  the  other  between  said  subscribers,  said 

bank  on  behalf  of  such  syndicate  and  said  promoter,  as  follows : 

That  the  undersigned  subscribers,  each  for  himself,  and  not  jointly, 
does  hereby  subscribe  for  so  much  of  the  preferred  stock  of  said  corpo- 
ration as  is  set  opposite  his  name,  upon  the  terms  herein  stated,  and 
does  hereby  agree  to  pay  to  said  bank  in  cash  the  full  face  value  thereof 

1Tp0n days'  notice ;  when  payment  is  so  made,  said  bank  shall 

issue  negotiable  receipts  therefor,  and  when  ready  receive  the  same  in 
exchange  for  certificates  of  stock  in  said  corporation. 

With  each  share  of  preferred  stock  subscribed  and  paid  for  each  sub- 
scriber shall  receive  one  full  paid  share  of  common  stock  of  said  cor- 
poration. 

This  agreement  shall  not  become  obligatory  upon  any  of  the  parties 
hereto  unless  and  until  preferred  stock  to  the  amount  of  dol- 
lars is  underwritten  according  to  the  terms  hereof,  but  shall  immedi- 
ately become  operative  when  such  amount  is  so  subscribed ;  said  bank 
shall  mail  notice  of  this  fact  to  said  subscribers.  Said  bank  shall 
also  have  power  to  enforce  this  agreement  either  by  suit  upon 
such  subscriptions  or  by  forfeiture  of  all  payments  made  by  parties  in 
default,  and  may  deprive  the  same  of  any  right  to  participate  in  the 
benefits  of  this  agreement. 

It  is  further  agreed  that  upon  delivery  by  said  promoter,  or  any  one 
for  him  of  the  certificates  of  stock  in  said  corporation  to  said  bank,  the 
latter  is  hereby  authorized  immediately  to  pay  over  to  said  promoter, 
or  as  he  shall  direct,  the  cash  paid  in  by  the  subscribers  hereto,  and 
said  promoter  or  said  corporation  shall  in  no  way  be  or  become  respon- 
sible for  the  proper  distribution  of  such  shares  to  the  subscribers  hereto 
by  said  bank. 

If,  for  any  reason,  said  promoter  shall  abandon  the  project  of  organ- 
izing said  corporation,  and  shall  so  notify  said  bank,  then  this  agree- 
32 — Thomp.  Corp.  VII. 


498  CORPORATION    FORMS. 

ment  in  all  its  parts  shall  become  inoperative  and  all  sums  paid  by 
said  subscribers  shall  be  returned  to  them. 

,  Promoter. 

,  Bank. 


Names.  Subscribers'  Address.  No.  Shares  Pfd.  Stock. 


See  §  3441. 

FORM  719. 
Underwriting  Agreement. 

THE  GLOBE  TELEGRAPH  COMPANY. 

A  corporation  to  be  organized  in  the  state  of  New  Jersey,  or  in  such 
other  state  as  may  be  agreed  upon,  under  the  name  "Globe  Telegraph 
Company/'  or  such  other  name  as  may  be  adopted  therefor,  to  acquire 
all  United  States  patents  for  the  Alwyn  System  of  Eapid  Telegraphy, 
to  build  and  operate  telegraph  lines,  etc. 

Capital  Stock $15,000,000 

Common $8,000,000 

Preferred 7,000,000 

Six  Per  Cent,  Non-Cumulative,  Voting. 

Stock  Full  Paid  and  Non-Assessable. 
Shares  $100. 

In  Treasury  of  Company $12,000,000 

Preferred    $7,000,000 

Common 5,000,000 

Withdrawn  from  Public  Issue  under  Contract  with  Vendors : 
Common  Stock $3,000,000 

To  raise  funds  for  the  purposes  of  the  company  $6,000,000  of  pre- 
ferred stock,  with  a  bonus  of  $3,000,000  of  common  stock,  is  now  of- 
fered for  underwriting  as  set  forth  below,  leaving  in  the  treasury  of 
the  company  $1,000,000  of  preferred  stock  and  $2,000,000  of  common 
stock. 

Underwriting  Agreement. 

We,  the  undersigned,  each  for  himself,  agree  with  the  Standard 
Trust  Company,  of  New  York  City,  for  itself  and  for  the  Globe  Tele- 
graph Compan}^,  and  to  and  with  each  other,  to  subscribe  to,  receive 
and  pay  for  the  amount  of  6  per  cent,  non-cumulative,  preferred  stock 
of  the  Globe  Telegraph  Company,  set  opposite  our  respective  signatures 
hereto,  at  the  price  of  $95  for  each  $100  share;  25  per  cent  to  be  paid 


UNDERWRITING   AGREEMENTS.  499 

on  allotment  and  the  balance  upon  call  of  the  said  Standard  Trust 
Company;  but  no  call  to  be  made  until  after  four  months  from  date 
of  allotment  and  no  single  call  to  be  for  more  than  25  per  cent ;  thirty 
days'  notice  to  be  given  prior  to  any  call  and  the  interval  between  calls 
to  be  not  less  than  three  months. 

We  further  agree  to  receive  and  pay  for  any  smaller  amount  than 
that  subscribed  for,  which  may  be  allotted  to  us  respectively. 

The  conditions  of  this  underwriting  agreement  are  as  follows : 

(1)  That  this  agreement  shall  not  be  binding  until  at  least  $2,000,- 
000  face  value  of  said  preferred  stock  shall  have  been  underwritten 
hereunder  and  the  subscribers  hereunto  formally  notified  by  the  said 
Standard  Trust  Company. 

(2)  That  any  underwriter  shall  have  the  option  of  withdrawing 
from  the  public  offering  hereinafter  provided  for  any  of  the  pre- 
ferred stock  hereby  underwritten  by  him,  provided  that  he  notify  the 
Standard  Trust  Company  in  writing,  not  less  than  ten  days  prior  to 
the  date  fixed  for  said  public  offering,  that  he  elects  to  so  withdraw 
said  preferred  stock,  and  the  stock  so  withdrawn  shall  be  paid  for  as 
hereinbefore  set  forth. 

(3)  That  within  such  reasonable  time  as  shall  be  fixed  by  the  said 
Standard  Trust  Company,  the  preferred  stock  hereby  underwritten, 
less  any  amount  withdrawn  by  the  underwriters,  shall  be  offered  to  the 
public  through  such  banker  or  bankers  or  brokers  as  shall  be  designated 
by  the  said  Standard  Trust  Company,  at  such  price  in  excess  of  $95  per 
share,  and  with  such  bonus  of  common  stock  therewith,  as  may  be 
agreed  upon  between  the  said  Standard  Trust  Company  and  a  majority 
in  interest  of  the  unwithdrawn  stock  hereby  underwritten. 

(4)  That  if  the  amount  of  preferred  stock  subscribed  for  upon  such 
public  offering,  and  paid  for,  shall  be  at  least  equal  to  the  amount  of 
preferred  stock  not  withdrawn  and  offered  to  the  public  as  above  pro- 
vided, then  all  liability  under  this  agreement  shall  cease  except  as  to 
stock  withdrawn  from  public  offering. 

(5)  That  in  case  the  preferred  stock  subscribed  for  upon  said 
public  offering,  and  paid  for  at  the  demanded  price,  shall  be  less  than 
the  total  amount  of  the  withdrawn  preferred  stock  so  offered,  then 
upon  demand  of  the  said  Standard  Trust  Company,  such  stock  re- 
maining unsubscribed  or  unpaid  for  shall  be  taken  and  paid  for  by 
the  subscribers  hereto  at  the  rate  of  $95  per  share,  and  upon  the  terms 
hereinbefore  set  forth,  in  proportion  to,  but  only  up  to  the  amounts 
of,  their  respective  subscriptions  not  withdrawn  from  public  offering. 

(6)  That  from  the  proceeds  of  the  withdrawn  preferred  stock, 
sold  as  aforeprovided  at  public  sale,  and  paid  for,  such  amount  or 


500  CORPORATION   FORMS. 

amounts  shall  be  paid  so  soon  as  it  may  be  done,  to  the  underwriters  of 
the  stock  so  sold  and  paid  for,  as  shall  respectively  and  fully  reimburse 
them  for  any  installments  paid  by  them  upon  said  stock  under  the 
terms  of  this  agreement. 

(7)  That  each  underwriter  shall  receive  with  each  two  shares  of 
preferred  stock  withdrawn  or  paid  for  by  him  one  share  of  common 
stock. 

(8)  That  all  proceeds  in  excess  of  $95  per  share,  after  deduction 
of  all  issue  expenses,  realized  from  the  sale  of  preferred  stock  under- 
written hereunder  and  sold  at  public  offering  as  aforeprovided,  and 
such  portion  of  the  common  stock  attaching  as  a  bonus  to  the  pre- 
ferred stock  underwritten  hereunder,  not  given  as  a  bonus  to  sub- 
scribers on  public  issue,  or  delivered  with,  or  held  for,  preferred  stock 
withdrawn,  shall  belong  to  the  underwriters  hereunder,  and  shall  be 
delivered  to  them  in  proportion  to  their  respective  subscriptions  not 
withdrawn  from  public  offering. 

(9)  That  stock  withdrawn  or  paid  for  as  hereinbefore  provided 
shall  be  held  by  the  Standard  Trust  Company  until  full  payment  be 
made  therefor,  and  until  delivery  is  made  of  the  stock  subscribed  at 
public  offering,  when  such  withdrawn  or  paid-up  stock  shall  be  deliv- 
ered to  the  owners  thereof. 

(10)  That  this  agreement  may  be  executed  in  separate  instru- 
ments with  the  same  force  and  effect  and  individual  obligations  as  if 
all  the  signatures  thereto  were  affixed  to  a  single  instrument. 

And,  whereas,  to  insure  the  proper  establishment  of  the  company's 
business,  a  voting  trust  is  to  be  formed,  to  hold  and  vote  the  stock 
of  the  Globe  Telegraph  Company  for  a  term  of  five  years,  and  trustee's 
receipts  are  to  be  issued  for  the  stock  so  held  and  voted ; 

Now,  therefore,  we,  the  undersigned,  hereby  respectively  agree  that 
we  will  accept  and  receive,  in  lieu  of  the  stock  hereby  subscribed  for, 
said  trustees's  receipts  to  the  full  amount  of  our  respective  subscrip- 
tions hereunder. 

New  York,  January  10,  1910. 

Name.  Address.  Shares.  Amount. 


See  §  3441. 


UNDERWRITING   AGREEMENTS.  501 

FOKM  720. 
Underwriting  Agreement. 

THE  UNITED  STATES  SHIPBUILDING  COMPANY. 

A  corporation  to  be  organized  under  the  laws  of  the  state  of  New 
Jersey,  either  by  that  or  some  similar  name,  proposes  to  acquire  the 
plants  and  equipment  of  the  following  concerns,  or  their  capital  stock, 
free  from  any  liens : 

The  Union  Iron  Works San  Francisco,  California. 

The  Bath  Iron  Works,  Limited,  and 

The  Hyde  Windlass  Company Bath,  Maine. 

The  Crescent  Ship  Yard,  and 

The  Samuel  L.  Moore  &  Sons'  Co Elizabethport,  New  Jersey. 

The  Eastern  Shipbuilding  Company.  .  .New  London,  Connecticut. 

The  Harlan  &  Hollingsworth  Co Wilmington,  Delaware. 

The  Canada  Manufacturing  Company Carteret,  New  Jersey. 

Underwriting  Agreement, 

For  $9,000,000  series  A  first  mortgage,  five  per  cent  sinking  fund, 
gold  bonds,  due  1932,  part  of  an  authorized  issue  of  $16,000,000, 
bonds  of  $1,000  each,  $5,500,000  being  withdrawn  from  public  issue 
for  disposal  under  the  vendor's  and  subscribers'  contracts,  and  $1,500,- 
000  being  reserved  in  the  treasury  of  the  company.  Additional  bonds 
may  be  issued  only  for  the  purpose  of  acquiring  additional  plants  and 
equipment  and  for  improvements  and  betterments,  upon  such  terms 
and  conditions  as  shall  be  approved  by  the  holders  of  a  majority  of 
the  bonds  under  the  present  issue  outstanding  at  the  time  of  such 
approval. 

We,  the  undersigned,  each  for  himself,  with  the  Mercantile  Trust 
Company  for  itself  and  for  the  United  States  Shipbuilding  Company, 
and  to  and  with  each  other,  agree  to  subscribe  to,  receive  and  pay  for 
the  amount  of  five  per  cent  first  mortgage,  sinking  fund  gold  bonds  of 
the  United  States  Shipbuilding  Company  of  one  thousand  dollars  each, 
set  opposite  our  respective  signatures  hereto,  at  the  price  of  $900  for 
each  bond,  25  per  cent  to  be  paid  upon  allotment  and  the  balance  upon 
the  demand  of  The  Mercantile  Trust  Company. 

We  further  agree  to  receive  and  pay  for  any  smaller  amount  than 
that  subscribed  for  which  may  be  allotted  to  us  respectively. 

The  conditions  of  this  underwriting  agreement  are  as  follows : 


502  CORPORATION   FORMS. 

(1)  That  this  agreement  shall  not  be  binding  upon  the  under- 
signed unless  the  entire  amount  of  $9,000,000  of  bonds  shall  have  been 
underwritten. 

(2)  That  within  such  reasonable  time  as  shall  be  fixed  by  The 
Mercantile  Trust  Company  the  said  $9,000,000  of  bonds,  less  any 
amount  withdrawn  by  the  underwriters,  as  hereinafter  set  forth,  will 
be  offered  to  the  public,  through  such  banker  or  bankers  as  shall  be 
designated  by  The  Mercantile  Trust  Company,  for  subscription  at  not 
less  than  95  per  cent. 

(3)  With  the  consent  of  The  Mercantile  Trust  Company,  any  other 
concern  may  be  included  in  this  combination,  or  others  substituted 
therefor,  provided  the  working  efficiency  or  values  are  not  lessened  or 
impaired. 

(4)  That,  if  the  amount  of  bonds  subscribed  and  paid  for  upon 
such  public  issues  shall  be  at  least  equal  to  the  amount  of  bonds  so 
offered  to  the  public,  then  all  liability  under  this  agreement  shall  cease. 

(5)  That,  in  case  the  amount  of  bonds  subscribed  for  upon  such 
public  offering  shall  be  less  than  the  total  amount  of  bonds  so  offered 
to  the  public,  or  in  case  the  bonds  subscribed  for  upon  such  public 
issue  shall  not  be  paid  for  to  an  amount  equal,  at  the  rate  of  95  per 
cent,  to  the  total  of  such  public  offering,  then  such  deficiency  in  sub- 
scriptions and  payments  will,  upon  the  demand  of  The  Mercantile 
Trust  Company,  be  made  good  by  the  subscribers  hereto  in  the  manner 
aforesaid,  pro  rata  in  the  proportion  their  subscriptions  for  bonds  not 
withdrawn  by  them  from  public  issue  bear  to  the  total  amount  of 
bonds  so  offered  to  the  public. 

(6)  That  each  underwriter  shall  receive  in  preferred  and  common 
stock  of  the  United  States  Shipbuilding  Company  25  per  cent  of  the 
par  value  of  the  bonds  hereby  underwritten  in  each  kind  of  stock,  and 
also  that  all  the  proceeds,  not  to  exceed  5  per  cent  realized  from  the 
sale  of  the  bonds  at  public  issue  in  excess  of  90  per  cent,  after  deduct- 
ing issue  expenses,  shall  belong  to  the  underwriters. 

(7)  That  any  underwriter  shall  have  the  option  of  withdrawing 
from  the  public  issue  any  of  the  bonds  hereby  underwritten  by  him, 
provided  that  he  notify  The  Mercantile  Trust  Company  five  days 
prior  to  the  date  fixed  for  the  public  issue,  that  he  elects  to  purchase 
said  bonds,  provided  that,  in  the  proportion  of  the  bonds  so  purchased, 
he  waives  his  said  right  to  participate  in  the  cash  proceeds  realized 
from  the  public  issue. 

(8)  That  no  underwriter  shall  sell  or  offer  for  sale  the  bonds  so 
purchased,  nor  any  of  the  bonus  shares  he  receives  until  twelve  months 


UNDERWRITING   AGREEMENTS.  503 

after  the  date  of  payment,  without  the  consent  of  The  Mercantile 
Trust  Company. 

New  York,  April  19,  1902. 

Names.  Addresses.         Bonds  Underwritten. 


See  §  3441. 

FORM  721. 

Underwriters'  Agreement  (Bonds). 

We,  the  undersigned,  each  for  himself,  in  consideration  of  the  prem- 
ises   do  hereby  agree  to  and  with  each  other,  and  with  the  

Trust  Company,  for  itself  and  the company,  to  subscribe  to,  re- 
ceive and  pay  for  the  amount  of  per  cent  first  mortgage 

sinking  fund,  gold  bonds  of  the company  of  one  thousand  dol- 
lars each,  set  opposite  our  respective  signatures  hereto  at  the  price  of 

dollars  for  each  bond,  per  cent  of  such  price  to  be 

paid  upon  allotment  and  the  balance  upon  demand  of  the  

Trust  Company. 

We  further  agree  to  receive  and  pay  for  any  smaller  amount  than 
that  subscribed  for  which  may  be  allotted  to  us  respectively. 

The  conditions  of  this  underwriting  agreement  are  as  follows : 

1.  That  this  agreement  shall  not  be  binding  upon  the  undersigned 

unless  the  entire  amount  of dollars  of  bonds  shall  have  been 

underwritten. 

2.  That  within time,  the  said dollars  of  bonds,  less 

any  amount  withdrawn  by  the  underwriters,  as  hereinafter  set  forth, 
shall  be  offered  to  the  public  through  such  bankers  or  brokers  as  shall 

be  selected  by  said trust  company  for  subscription  at  not  less 

than per  cent  of  the  face  value  of  said  bonds. 

3.  By  and  with  the  consent  of  the Trust  Company,  any  other 

person  or  concern  may  be  included  in  this  combination  or  substituted 

for  such  trust  company,  providing  the  working  efficiency  of 

this  agreement  or  the  values  of  said  bonds  are  not  lessened  or  impaired. 

4.  That  if  the  amount  of  bonds  subscribed  and  paid  for  upon  such 
offer  of  sale  to  the  public  shall  be  at  least  equal  to  the  amount  of  bonds 
so  offered,  then  all  liability  under  this  agreement  shall  cease. 

5.  That,  in  case  the  amount  of  bonds  subscribed  for  upon  such 
offer  to  the  public  shall  be  less  than  the  total  amount  of  the  bonds  so 
offered  to  the  public,  or  in  case  bonds  subscribed  for  upon  such  offer 
to  the  public  shall  not  be  paid  for,  to  an  amount  equal,  at  the  rate  of 


504  CORPORATION   FORMS. 

95  per  cent  of  the  face  value  of  such  bonds,  to  the  total  amount  of 
such  amount  so  offered  to  the  public,  then  such  deficiency  in  subscrip- 
tions and  payment  shall  upon  demand  of  the Trust  Company, 

be  made  by  the  subscribers  hereto  in  the  manner  aforesaid  pro  rata 
in  the  proportion  their  subscriptions  for  bonds  not  withdrawn  by  them 
from  public  issue,  bear  to  the  total  amount  of  bonds  so  offered  to  the 
public. 

6.  That  every  underwriter  shall  receive  in  preferred  and  common 
stock  of  the  company,  an  amount  of  each  kind  of  such  pre- 
ferred and  common  stock  as  shall  be  equal  to  25  per  cent  of  the  par 
value  of  the  bonds  hereby  underwritten  by  such  underwriter,  and  that 
all  the  proceeds  not  to  exceed  5  per  cent  realized  from  the  sale  of  said 
bonds  at  public  issue,  in  excess  of  90  per  cent,  after  deducting  the 
issue  expenses  shall  belong  to  the  underwriter. 

7.  That  any  underwriter  shall  have  the  option  of  withdrawing 
from  the  public  issue  any  of  the  bonds  hereby  underwritten  by  him, 

provided  that  he  notify  the Trust  Company,  five  days  prior  to 

the  date  fixed  for  public  issue,  that  he  elects  to  purchase  said  bonds. 
Provided,  further,  That  in  the  proportion  of  the  bonds  so  purchased, 
he  waive  his  said  right  to  participate  in  the  cash  proceeds  realized  from 
the  public  issue. 

8.  No  underwriter  shall  sell  or  offer  for  sale  the  bonds  so  pur- 
chased by  him,  nor  of  the  bonus  stock  he  shall  receive,  until 

months  after  the  date  in  which  he  shall  make  payment  for  such  bonds 
so  purchased  by  him,  without  the  consent  of  the trust  company. 

Name.  Address.  Bonds.       Underwritten. 


See  §§  3430,  3441. 

FORM  722. 

Underwriters'  Agreement  (Stock). 

We,  the  undersigned,  each  for  himself,  in  consideration  of  the  prem- 
ises, do  hereby  agree  to  and  with  each  other,  and  with  the 


Trust  Company,  to  subscribe  to,  receive  and  pay  for  the  amount  of 

(preferred  or  common  stock,  as  the  case  may  be)  capital  stock 

of  the company  set  opposite  our  respective  signatures  hereto 

at  the  price  of dollars  for  each  share  of  the  par  value  of 

dollars; per  cent  of  the  price  per  share  hereby  subscribed  to 

be  paid  on  allotment  and  the  balance  upon  the  call  of  the  — 


UNDERWRITING    AGREEMENTS.  505 

Trust  Company,  no  call  to  be  made  until  after  the  date  of 

allotment,  and  no  one  call  to  be  for  more  than per  cent,  the  said 

Trust  Company  to  give  the  underwriter  days'  notice 

prior  of  any  call  and  an  interval  of months  to  elapse  between 

calls. 

We  further  agree  to  receive  and  pay  for  any  smaller  amount  than 
t-hat  subscribed  for  which  may  be  alloted  to  us  respectively. 

The  conditions  of  this  underwriting  agreement  are  as  follows : 

(For  further  conditions,  use  those  set  forth  in  Form  No.  721, 
changing  same  to  conform  to  stock  issue  instead  of  bonds.) 

See  §§  3430,  3441. 


ARTICLE  THIRTEEN. 

OPTION  AGREEMENTS. 

FOEM  723. 
Sale  of  Business  and  Property. 

An  agreement  entered  into  this day  of ,  19 — ,  by  and 

between  the company,  a  corporation  duly  organized  under  the 

laws  of  the  state  of ,  a  party  of  the  first  part,  and  of 

,  party  of  the  second  part. 

For  and  in  consideration  of  the  sum  of  dollars  paid  said 

party  of  the  first  part,  by  the  party  of  the  second  part,  receipt  whereof 
is  hereby  acknowledged,  and  for  other  good  and  valuable  considera- 
tions, the  said  party  of  the  first  part  does  hereby  agree  to  sell  to  said 
party  of  the  second  part,  as  a  going  concern,  its  entire  business,  fac- 
tories and  plant  for  the  manufacture  and  sale  of  hubs  and  spokes, 

owned  and  operated  by  said  party  of  the  first  part  in  the  city  of 

and  county  of ,  state  of ,  including  therewith  all  machin- 
ery, tools  and  other  property  and  appurtenances  thereunto  belonging, 
together  with  all  raw  materials  and  manufactured  products  on  hand, 
and  all  contracts  relating  to  the  purchase  or  sale  of  such  materials  and 
products;  also  the  good  will  of  said  business  and  all  trade  marks, 
brands,  patent  rights,  licenses  and  shop  rights  used  therein  and  con- 
trolled by  said  party  of  the  first  part ;  excepting  only  moneys  and  bills 
and  accounts  receivable  on  hand  at  the  time  of  sale ;  all  of  said  prop- 
erty to  be  delivered  free  from  all  liens,  charges,  encumbrances,  taxes 
and  assessments,  save  and  except  for  a  certain  mortgage  upon  the  real 

property  of  the  party  of  the  first  part,  amounting  to  dollars, 

and  now  on  record  in  the  office  of  the  county  clerk  of ■  county. 

TKe  price  to  be  paid  for  said  property  shall  be  an  amount  

dollars  in  excess  of  the  actual  appraised  value,  at  the  time  of  purchase, 
of  said  real  and  personal  property,  exclusive  of  the  good  will,  as  above 
set  forth,  and  such  amount  shall  be  paid  in  cash  at  the  time  of  transfer, 
the  aforementioned  mortgage  being  assumed  by  the  purchaser  and 

accounted  as  a  cash  payment  to  the  amount  of  said  sum  of  

dollars,  and  accrued  interest  thereon  due  at  the  time. 

This  option  shall  expire  and  be  of  no  further  effect  on  and  after 

506 


OPTIOX    AGREEMENTS.  507 

the clay  of ,  19 — ,  unless  prior  thereto  said  party  of  the 

second  part,  or  his  assigns,  shall,  in  writing,  notify  said  party  of  the 
first  part,  of  his  or  their  intention  to  exercise  the  same,  and  shall  at  that 

time  deposit  in  the bank dollars  in  cash  as  a  guarantee 

of  good  faith  and  to  apply  upon  the  purchase  of  said  property,  and  in 
such  event,  the  party  of  the  first  part  shall,  within  sixty  days  of  such 
notice  and  deposit,  transfer  and  convey  said  business  and  property  by 
such  deeds,  conveyances  and  assignments  and  other  instruments  as 
may  be  necessary  to  vest  the  full  right,  title  and  interest  in  said  busi- 
ness and  property  in  said  party  of  the  second  part  or  his  assigns. 

It  is  further  understood  and  agreed  that  said  party  of  the  second 
part  assumes  no  responsibility  to  purchase  said  property  unless  he  or 
his  assigns  shall  elect  so  to  do  by  written  notice  and  deposit  in  bank 
as  aforeprovided,  and  that  in  case  of  assignment  of  this  present  in- 
strument by  said  party  of  the  second  part  all  its  provisions  shall  inure 
to  the  benefit  of,  and  run  in  favor  of,  and  be  binding  upon  his  assignee 
or  assignees,  in  every  respect  as  theretofore  upon  said  party  of  the 
second  part,  and  in  case  of  such  assignment  said  party  of  the  second 
part  shall  be  free  from  all  liability  hereunder. 

In  case  of  any  disagreement  as  to  the  terms  of  this  option  or  as  to 
any  matters  connected  with  the  exercise  thereof,  each  party  hereunto 
shall  appoint  an  arbitrator,  and  the  two  so  appointed  shall  appoint  a 
third,  and  the  three  arbitrators  so  elected  shall  be  empowered  to 
finally  decide  all  matters  of  disagreement. 

In  witness  whereof,  the company,  party  of  the  first  part,  has 

caused  its  corporate  name  to  be  hereunto  signed  by  its  president  and  its 
duly  attested  seal  to  be  hereunto  affixed  by  its  secretary  and  the  party 
of  the  second  part  has  affixed  his  signature  and  seal,  all  on  the  day  and 
year  first  above  written.  ,  Company, 

(Corporate  Seal.)  By ,  President. 

Attest : 

,  Secretary. 

Witness  signature  of . 


See  §  2417  et  seq. 

FORM  724. 

Sale  of  Capital  Stock. 

This  agreement  made  and  entered  into  this day  of , 

by  and  between  A  B,  party  of  the  first  part,  and  the Company 

of ,  party  of  the  second  part,  witnesseth : 


508  CORPORATION   FORMS. 

That  whereas,  the  said  party  owns  (or  controls)  the  capital  stock 

of  the company  engaged  in  the  business  of (here  state) 

at  the  city  of ;  and 

Whereas,  the  said  second  party  is  engaged  in  the  business  of  (here 
state)  at  the  city  of ;  and 

Whereas,  the  said  second  party  desires  to  purchase  the  business  of 

the  said company,  and  the  said  first  party  desires  to  sell  the 

said  capital  stock  of  said  company  to  the  said  second  party 

and  combine  the  business  of  the  said  company  with  that  of  the  said 
second  party. 

Now,  therefore,  in  consideration  of  the  sum  of dollars  paid 

the  said  first  party  by  the  said  second  party,  the  said  first  party  for 
himself  (and  his  associates)  hereby  agrees  and  binds  himself  to  sell 

to  said  second  party  at  any  time  on  or  before  the day  of 

1910,  the  entire  capital  stock  of  the  aforesaid  company,  con- 
sisting of shares  of  common  stock  of  the  par  value  of 

dollars;  and  in  consideration  thereof  the  said  second  party  hereby 

agrees  to  pay  the  said  first  party  the  sum  of  dollars  in  cash 

and  to  issue  to  him shares  of  its  capital  stock,  the  said  sum 

to  be  paid  and  the  said  stock  to  be  issued  on  the  proper  and  sufficient 
transfer  and  assignment  of  the  shares  of  stock  in  the  said com- 
pany, and  in  further  consideration  of  the  said  sale  and  assignment  by 

the  said  first  party  of  said  capital  stock  of  the  said company 

to  the  second  party  as  aforesaid,  the  said  second  party  hereby  agrees 
and  binds  himself  to  employ  as  its  (officer,  agent,  superin- 
tendent or  manager)  the  said  first  party  for  a  term  of  not  less  than 

years  at  an  annual  salary  of  not  less  than dollars. 

This  option  shall  expire  and  this  agreement  terminate  on  the 

day  of ,  1910,  if  the  said  party  of  the  first  part  shall  not  on  or 

before  said  day  tender  to  the  said  second  party  a  good  and  sufficient 
transfer  and  assignment  of  all  the  capital  stock  of  said com- 
pany ;  and  if  the  said  second  party  shall  fail  or  refuse  at  said  time  or 
on  the  tender  of  such  transfer  and  assignment  by  said  first  party  of 

the  stock  of  said  company,  then  the  said  second  party  shall 

forfeit  the  said  sum  of dollars  so  paid  to  said  first  party  and 

shall  have  no  recourse  whatever  on  said  first  party  for  said  sum  of 
money  so  paid. 

It  is  further  agreed  that  on  the  failure  of  either  party  to  fulfill  his 
or  its  said  agreement  as  hereinbefore  stated,  that  neither  party  hereto 
shall  be  liable  in  any  way  under  or  by  reason  of  this  agreement,  except, 
however,  that  if  the  said  stock  is  assigned  by  said  first  party  as  afore- 
said and  said  money  paid  and  said  stock  issued  by  said  second  party  to 


OPTION    AGREEMENTS.  509 

said  first  party  as  aforesaid,  the  said  second  party  may  be  liable  under 
this  agreement  to  said  first  party  if  it  fails  to  employ  him  as  such 
as  hereinbefore  stipulated. 

In  witness  whereof,  the  said  parties  have  hereunto  affixed  their  re- 
spective signatures  and  seals  the  days  and  year  aforesaid. 

See  §§  4055  et  seq.,  6035  et  seq. 

FOEM  725. 
Sale  of  Corporate  Plant  and  Property. 

This  agreement,  made  this day  of ,  19 — ,  by  and  be- 
tween the  company  of  the  city  of  ,  state  of  , 

party  of  the  first  part,  and  ,  of  the  city  of  ,  state  of 

,  party  of  the  second  part,  witnesseth : 

That  for  and  in  consideration  of  the  sum  of  one  dollar  and  of  other 
good  and  sufficient  considerations  paid  the  party  of  the  first  part  by 
the  party  of  the  second  part,  the  receipt  whereof  is  hereby  acknowl- 
edged, the  said  party  of  the  first  part  does  hereby  agree  and  bind  itself 
as  follows : 

First.    At  any  time  on  or  before  the day  of ,  19 — , 

it  will,  on  demand  of  the  said  party  of  the  second  part,  sell,  convey, 
transfer  and  deliver  to  the  said  party  of  the  second  part  or  his  assigns, 
on  the  terms  and  for  the  considerations  hereinafter  set  forth,  all  and 
singular,  the  following  described  property,  to  wit : 

All  of  the  real  estate,  buildings,  improvements,  plant,  factory,  ma- 
chinery, tools,  appliances  and  appurtenances  now  belonging  to  the  said 

party  of  the  first  part  and  located  at ,  in  the  county  of 

and  state  of ,  including  therewith  all  property,  machinery,  ma- 
terials and  supplies  of  every  kind  belonging  to  said  party  of  the  first 
part  which  may  now  be  on  said  property  or  employed  in  connection 
therewith  or  in  the  conduct  of  the  business  of  the  party  of  the  first 
part. 

Also  all  the  good  will,  trade  rights,  trade  marks,  brands,  patents, 
licenses  and  trade  names  now  owned  or  controlled  by  the  said  party 
of  the  first  part.  Also  all  manufactured  products,  goods,  crude  mate- 
rials and  supplies  of  every  kind  and  wherever  situated  belonging  to 
said  party  of  the  first  part,  and  all  its  other  assets  of  every  kind,  save 
and  except  money  on  hand  and  such  bills  and  accounts  receivable  and 
other  liquidated  rights  to  money  as  may  be  due  said  party  of  the  first 
part  at  the  time  the  option  rights  hereunder  are  exercised  by  said 
party  of  the  second  part. 

Second.    The  consideration  for  the  transfer  and  assignment  of  said 


510  CORPORATION   FORMS. 

property  to  said  party  of  the  second  part  shall  be dollars,  to  be 

paid  in  cash  by  the  party  of  the  second  part  to  the  party  of  the  first 
part  at  the  time  of  the  consumption  of  such  purchase. 

Third.  All  of  the  foregoing  property  is  to  be  transferred  free  and 
clear  from  any  liens,  charges,  incumbrances,  taxes  and  assessments  of 
every  kind,  and  said  party  of  the  first  part  agrees  at  any  time  during 
the  life  of  this  contract  to  furnish  said  party  of  the  second  part  or  his 
assigns  within days  of  written  demand  therefor,  full  and  com- 
plete abstracts  of  title  to  all  such  real  estate  as  is  included  under  this 
present  option. 

Fourth.    At  any  time  on  or  before  the  first  day  of ,  10 — , 

upon  ten  days'  notice  from  said  party  of  the  second  part  or  his  assigns 
that  he  or  they  are  ready  to  consummate  the  purchase  herein  contem- 
plated, said  party  of  the  first  part  will  prepare  and  execute  all  such 
warranty  deeds,  transfers,  conveyances  and  agreements  as  may  be 
necessary  to  vest  the  title  of  all  said  property  in  said  party  of  the 
second  part  or  his  assigns,  and  to  carry  out  the  intent  and  purposes 
of  this  agreement,  and  will  deliver  the  same  against  payment  in  cash 
of  the  aforesaid  amount  of dollars. 

Fifth.  If  before  the  consummation  of  the  purchase  contemplated 
by  this  contract  any  part  of  the  buildings  or  property  herein  included 
be  destroyed  or  injured  by  fire  or  other  casualty,  or  the  value  thereof 
be  otherwise  materially  changed,  then  the  true  value  of  said  property 
shall  be  determined  by  appraisal,  as  hereinafter  provided,  and  the 
purchase  price  of  said  property  as  fixed  herein  shall  be  so  changed  as 
to  accord  with  the  appraised  value  of  said  property  so  determined. 

Sixth.  The  said  party  of  the  first  part  shall  manage  and  conduct 
the  said  business  for  the  purchaser  or  purchasers  under  this  contract 
for  any  desired  period  not  exceeding  one  year  after  the  consummation 
of  the  purchase,  the  compensation  of  the  officers  and  employes  of  said 
party  of  the  first  part  during  such  period  to  be  the  same  as  now  paid. 

Seventh.  After  the  consummation  of  said  purchase,  neither  said 
party  of  the  first  part  nor  its  officers  (who  evidence  their  agreement 
thereto  by  their  signatures  hereunto  affixed)  will  engage  in  the  busi- 
ness of  drawing  wire  for  a  term  of  five  years  within  one  hundred  miles 

from ,  state  of ,  unless  in  the  service  of  the  said  party 

of  the  second  part,  his  assigns  or  successors. 

And  it  is  further  agreed  by  and  between  said  party  of  the  first  part 
and  said  party  of  the  second  part,  as  one  of  the  conditions  of  this 
present  option,  that  on  consummation  of  the  purchase  herein  contem- 
plated all  bona  fide  contracts  of  the  party  of  the  first  part  in  connec- 
tion with  its  said  business  in  force  at  the  time  of  said  purchase, 


OPTION    AGREEMENTS.  511 

whether  for  the  purchase  of  materials  and  supplies  or  for  the  sale  of 
manufactured  products,  shall  be  taken  over  and  assumed  by  the  said 
party  of  the  second  part,  or  his  assigns. 

It  is  also  agreed  that  in  the  event  of  any  difference  between  the  par- 
ties hereto  concerning  this  contract,  or  its  terms  and  conditions,  or  of 
the  valuation  of  any  property,  or  of  damage  to  any  property,  each 
party  shall  appoint  some  person  experienced  in  said  business  to  act 
as  appraiser  or  arbitrator,  and  the  said  two  appointees  shall  appoint  a 
third  person  of  like  qualifications,  and  the  three  arbitrators  so  ap- 
pointed shall,  without  unnecessary  delay,  decide  such  matters  of  dis- 
agreement or  difference,  and  the  parties  hereto  agree  and  bind  them- 
selves to  submit  and  assent  to  the  decision  of  the  said  board  of  arbi- 
tration or  appraisement,  and  to  carry  out  according  to  the  tenor  of 
this  decision  the  provisions  of  this  present  contract. 

It  is  also  agreed  and  understood  by  the  parties  hereto  that  should 
the  purchase  contemplated  by  this  agreement  not  be  consummated  on 

or  before  the  day  of  ,  19 — ,  then  this  present  option 

indenture  shall  cease  and  terminate  without  prejudice  or  liability  or 
claim  of  any  kind  to  or  against  the  parties  hereunto. 

It  is  further  mutually  understood  and  agreed  that  the  said  party 
of  the  second  part  may  assign  the  present  contract  and  that  his  as- 
signee or  assignees  shall  enjoy  the  same  rights  and  privileges  in  this 
present  contract  in  every  respect  as  if  he  or  they  were  original  parties 
thereto. 

In  witness  whereof,  the  said company  has  caused  its  signa- 
ture and  seal  to  be  hereunto  affixed  by  its  duly  authorized  officers,  and 

said  party  of  the  second  part  and  the  officers  of  said company, 

as  individuals,  have  hereunto  affixed  their  respective  signatures  and 
seals,  all  on  the  day  and  year  first  above  mentioned. 

Company. 


(Corporate  Seal.)  By ,  President. 

Attest  Seal:  (L.  S.) 

,  Secretary. 

(President)   (L.  S.) 

(Vice-President)   (L.  S.) 

(Secretary)   (L.  S.) 

(Treasurer)   (L.  S.) 

Attest  Signatures : 


See  §§  2415  et  seq.,  6035  et  seq. 


ARTICLE  FOURTEEN. 

CHANGE  OF  NAME  BY  PETITION. 

FOKM  726. 
Change  of  Name — Petition. 

Court,  State  of ,  County  of . 


In  the  Matter  of  the  Application  of  the Company  for  Author- 
ity to  Change  Its  Name  to  the Company. 

Your  petitioner,  the company,  respectfully  shows  to  the 

court  that  it  is  a  corporation  duly  organized  under  the  general  laws 
of  this  state  and  under  the  act  of  the  general  assembly  of  this  state 
entitled,  "An  act  providing  for  the  organization  of  corporations," 

adopted  on  the day  of ,  1910,  and  that  the  objects  for 

which  this  petitioner  as  such  corporation  was  formed  are  (here  state 
objects),  and  that  its  principal  office  and  place  of  business  is  at  the 

city  of ,  county  of ,  in  said  state  of . 

This  petitioner  would  further  show  that  its  present  name  is  the 
company,  and  that  the  name  it  desires  to  take  and  assume  is 


the company;  and  that  the  following  are  the  grounds  of  this 

application:     (Here  state  grounds  of  application.) 

Your  petitioner  would  further  show  that  its  petition  for  an  order 
for  such  change  of  name  has  been  duly  authorized  by  a  resolution  of 
its  board  of  directors  adopted  at  a  meeting  of  said  board  held  on  the 
day  of ,  1909. 

Your  petitioner  would  further  show  that  it  has  and  presents  here- 
with a  certificate  of  the  secretary  of  state,  certifying  that  the  name 
which  this  corporation  proposes  to  assume  is  not  the  name  of  any  other 
domestic  corporation,  nor  is  it  a  name  which  he  deems  so  nearly  re- 
sembling that  of  another  corporation  as  to  be  calculated  to  mislead  or 
deceive  the  public. 

Wherefore,  your  petitioner  prays  for  an  order  of  the  court  author- 
izing it  to  change  its  corporate  name  from company  and  to  take 

and  assume  instead  thereof  the  corporate  name  of company. 

Dated  and  signed.  Company^ 

(Seal.)  By ,  President. 

512 


CHANGE    OF    NAME    BY   PETITION.  513 

State  of ,  County  of ,  ss : 

A  B  being  duly  sworn  upon  oath,  says  that  he  is  the  president  of 

the company,  the  above-named  petitioner ;  that  he  has  read  the 

foregoing  petition  by  him  subscribed,  and  knows  the  contents  thereof ; 
that  the  same  is  true  to  his  knowledge;  that  the  seal  affixed  to  said 
petition  is  the  corporate  seal  of  said  company  and  was  affixed  thereto 
by  the  authority  of  the  board  of  directors  of  said  company,  and  that 
he  signed  said  petition  on  behalf  of  said  company  by  like  authority. 

That  this  verification  can  not  be  made  by  the  petitioner  in  person 
because  it  is  a  domestic  corporation ;  that  deponent  is  the  president  of 
said  corporation,  and  makes  this  verification  from  his  personal  knowl- 
edge and  supervision  of  the  affairs  and  business  of  said  corporation. 

(Signed  and  sworn  to.) 

See  §§  59,  60. 

POEM  727. 
Change  of  Name — Notice  of  Application. 

Notice  is  hereby  given  that  the company,  a  domestic  corpora- 
tion, having  its  principal  office  and  place  of  business  at  the  city  of 

,  county  of ,  state  of ,  will  apply  to  the 

court  of  the  said  state  of ,  at  the term  thereof  to  be  held 

at  the  court  house  in  the  city  of ,  county  of ,  in  said  state 

on  the day  of ,  1910,  at  10  o'clock  in  the  forenoon  of  said 

day,  or  as  soon  thereafter  as  counsel  can  be  heard  for  an  order  author- 
izing said  corporation  to  change  its  corporate  name  to  The  

Company. 

Dated  and  signed.  The Company, 

By  A  B,  President 

EOEM  728. 

Change  of  Name — Order. 

State  of ,  County  of ,  ss : 

Term  of Court,  Held  at in  the  City  of , 

on  the Day  of ,  1910. 

In  the  Matter  of  the  Application  of Company  for  Authority 

to  Change  Its  Name  to  the Company. 

Comes  now  the  above-named  petitioner  by  counsel  and  upon  read- 
ing and  filing  the  petition  of  the company,  a  domestic  corpo- 
ration duly  verified  by  A  B,  its  president,  wherein  said  petitioner 
prays  for  an  order  of  this  court  authorizing  it  to  assume  a  different 

corporate  name,  to  wit:    The  name  of  company,  and  upon 

33— Thomp.  Corp.  VII. 


514  CORPORATION    FORMS. 

filing  the  cetificate  of  secretary  of  state  annexed  thereto  certifying 
that  the  name  which  said  corporation  proposes  to  assume  is  not  the 
name  of  any  other  domestic  corporation  or  a  name  which  he  deems  so 
nearly  resembling  as  to  be  calculated  to  mislead  and  deceive  the  public, 
upon  filing  proof  with  a  copy  of  the  petition  herein,  and  of  the  notice 
of  motion  duly  filed  with  the  secretary  of  state,  and  upon  filing 
due  proof  by  affidavits  showing  that  notice  of  the  presentation  of  said 
petition  has  been  duly  published  once  each  week  for  three  successive 

weeks  in  the ,  a  newspaper  of  the  county  of ,  in  which 

county  the  principal  office  and  place  of  business  of  such  corporation 
is  located,  and  the  court  having  seen  and  inspected  said  petition,  and 
being  satisfied  that  the  petition  is  true,  that  there  is  no  reasonable 
objection  to  the  change  of  name  proposed,  and  that  such  petition  has 
been  duly  authorized,  and  that  notice  of  the  presentation  of  the  peti- 
tion as  required  by  law  has  been  made ; 

Now,  on  motion  of ,  counsel  for  said  petitioner,  no  one  op- 
posing, it  is,  therefore,  ordered  by  the  court  that  said  petition  be  and 

the  same  hereby  is  granted,  and  that  the  petitioner  herein,  the 

company,  be  and  it  hereby  is  authorized  to  assume  another  corporate 

name,  to  wit :  the  name  of Company,  on  and  after  the 

day  of ,  1910; 

And  it  is  further  ordered  and  directed  that  this  order  be  entered 
and  the  papers  on  which  it  is  granted  be  filed  within  ten  days  from  the 

date  hereof  in  the  office  of  the  clerk  of county,  the  county  in 

which  the  certificate  of  incorporation  of  said  corporation  is  filed,  and 

that  a  certified  copy  of  this  order,  within days  after  the  entry 

thereof,  be  filed  in  the  office  of  the  secretary  of  state ;  that  a  copy  of 
this  order  be  published  once  a  week  for  four  successive  weeks  in  the 

,  a  newspaper  in  the  county  of  .  beginning  within  ten 

days  after  the  entry  hereof. 

It  is  further  ordered  that  the  petitioner  herein  pay  the  costs  and 
accruing  costs  of  this  application. 


ARTICLE  FIFTEEN. 
CONSOLIDATION. 

FOEM  729. 

Consolidation  Agreement. 

Articles  of  consolidation  made  and  entered  into  this  15th  day  of 
December,  in  the  year  of  Our  Lord,  one  thousand  eight  hundred  and 
ninety-nine,  between  the  Illinois  Eastern  Eailroad  Company,  a  cor- 
poration organized  under  and  by  virtue  of  the  laws  of  the  state  of 
Illinois,  and  the  Indiana  &  Western  Eailroad  Company,  a  corporation 
organized  under  and  by  virtue  of  the  laws  of  the  state  of  Indiana. 

Whereas,  The  St.  Louis,  Indianapolis  &  Eastern  Eailroad  Company, 
a  corporation  formed  pursuant  to  the  laws  of  the  states  of  Illinois  and 
Indiana,  for  the  consolidation  of  all  previously  existing  railroad  cor- 
porations, one  organized  under  the  laws  of  the  state  of  Illinois,  and 
the  other  under  the  laws  of  the  state  of  Indiana,  was  recently  the 
owner  of  a  line  of  railroad  commencing  at  the  city  of  Effingham,  in 
the  county  of  Effingham,  in  the  state  of  Illinois,  thence  extending 
easterly  through  the  said  county  of  Effingham  into  or  through  the 
counties  of  Jasper  and  Crawford,  in  the  state  of  Illinois,  to  the  Wabash 
Eiver,  and  across  a  railroad  bridge  over  said  Wabash  Eiver  into  the 
state  of  Indiana,  and  through  the  county  of  Sullivan  and  into  the 
county  of  Greene,  in  the  state  of  Indiana,  to  Switz  City,  in  the  said 
last-named  county  and  state,  including  the  said  bridge  over  the  Wa- 
bash Eiver,  and  all  and  singular  the  lands,  tracks,  superstructures, 
fences,  rights  of  way,  depots,  station  houses,  engine  houses,  repair 
shops  and  all  the  easements,  privileges  and  franchises  appertaining  to 
the  said  railroad  for  the  maintenance  or  operation  thereof. 

Whereas,  At  a  judicial  sale  made  on  the  18th  day  of  August,  A.  D. 
1899,  pursuant  to  the  decree  of  the  circuit  court  of  the  United  States 
for  the  southern  district  of  Illinois,  and  the  circuit  court  of  the 
United  States  for  the  district  of  Indiana,  before  that  time  entered  in 
certain  suits  pending  in  each  of  the  said  courts  for  the  foreclosure  of 
a  certain  mortgage  bearing  date  the  1st  day  of  March,  1890,  executed 
and  delivered  by  said  St.  Louis,  Indianapolis  &  Eastern  Eailroad 
Company  to  a  certain  trust  company  of  New  York,  as  trustee,  the 

515 


516  CORPORATION    FORMS. 

railroad,  railroad  property,  real  estate,  easements,  rights,  privileges 
and  franchises  hereinbefore  described  were  struck  off  and  sold  to  one 
John  C.  Welling,  the  said  Welling  acting  in  that  behalf  as  the  agent 
and  trustee  of  certain  other  persons  who  contributed  the  money  and 
funds  required  to  pay  for  the  property;  and 

Whereas,  Afterwards  the  said  purchase  and  sale  having  been  duly 
confirmed,  the  property  sold  as  aforesaid  was  duly  conveyed  to  the 
said  John  C.  Welling  as  such  trustee,  pursuant  to  the  order  and  direc- 
tion of  each  of  said  courts ;  and 

Whereas,  Afterwards  so  much  of  the  said  railroad,  railroad  property, 
real  estate  and  easements  as  lie  in  the  state  of  Illinois,  was  by  terms 
of  his  cestui  que  trust,  conveyed  by  a  deed,  title  executed  and 
acknowledged  by  the  said  John  C.  Welling,  trustee  of  said  Illinois  & 
Eastern  Eailroad  Company,  and  that  all  the  rights,  privileges,  fran- 
chises and!  appurtenances  appertaining  thereto,  and  all  the  rights, 
residue  and  remainder  of  the  said  railroad,  railroad  property,  real 
estate  and  easements  situated  in  the  state  of  Indiana  was,  by  like 
terms  of  his  cestui  que  trust  conveyed  by  a  deed,  title  executed  and 
acknowledged  by  the  said  John  C.  Welling,  trustee  of  said  Indiana 
&  Western  Railroad  Company,  and  that  all  the  rights,  privileges, 
franchises  and  appurtenances  thereunto  appertaining;  and 

Whereas,  The  railroads  so  conveyed  to  the  respective  parties  hereto 
connect  at  the  boundary  line  between  the  states  of  Illinois  and  Indiana 
and  form  a  continuous  line  of  railroad  from  the  city  of  Effingham 
aforesaid,  in  the  state  of  Illinois,  to  Switz  City  aforesaid,  in  the  state 
of  Indiana ;  and 

Whereas,  With  a  view  of  the  more  efficient  and  economical  operation 
of  the  said  railroads,  it  is  deemed  expedient  that  the  two  corporations 
named  in  the  caption  hereof  should  be  consolidated  and  be  one  cor- 
poration, which  may  be  lawfully  done  under  the  laws  of  the  respective 
states  of  Illinois  and  Indiana;  now,  therefore,  it  is  mutually  agreed 
by  and  between  the  parties  hereto  that  so  soon  as  these  articles  of 
agreement  shall  have  been  approved  and  ratified  by  the  stockholders  of 
each  of  the  contracting  companies  owning  not  less  than  two-thirds  in 
amount  of  the  capital  of  said  corporations,  respectively,  and  these 
articles  of  association  shall  have  been  filed  for  record  in  the  office  of 
the  secretary  of  state  of  the  state  of  Illinois  and  a  certified  copy 
thereof  shall  have  been  filed  for  record  in  the  office  of  the  recorders 
of  the  several  counties  in  the  states  of  Illinois  and  Indiana,  in  which 
said  railroad  or  some  part  thereof  is  situated,  the  said  Illinois  & 
Eastern  Eailroad  Company  and  the  Indiana  &  Western  Eailroad 
Company  shall  become  consolidated  into  and  become  and  continue  one 


CONSOLIDATION.  517 

single  corporation  upon  the  terms  and  conditions  in  the  following 
articles  contained. 

Article  1. 
The  name  of  the  consolidated  corporation  shall  be  the  "Illinois  & 
Indiana  Eailroad  Company." 

Article  2. 
The  capital  stock  of  said  corporation  shall  be  $50,000,  which  shall 
be  divided  into  500  shares  of  $100  each. 

Article  3. 
Immediately  upon  the  consolidation  herein  provided  having  taken 
effect,  the  holders  of  stock  in  each  of  the  two  constituent  companies 
shall  be  and  become  holders  of  stock  in  the  said  consolidated  company 
in  the  manner  following,  that  is  to  say,  every  share  of  stock  in  the 
said  Illinois  &  Eastern  Eailroad  Company  and  in  the  said  Indiana  & 
Western  Eailroad  Company  shall  entitle  the  holder  thereof  to  one  full 
paid-up  share  of  stock  in  the  new  consolidated  company.  Certificates 
for  the  shares  of  the  consolidated  company  shall  be  issued  in  such 
form  as  the  board  of  directors  of  said  company  shall  determine  when 
and  how  the  certificates  of  the  stock  for  which  they  are  to  be  exchanged 
shall  be  surrendered  by  the  holder. 

Article  4. 
All  and  singular  the  rights,  franchises,  privileges,  lands,  tenements, 
hereditaments,  real  and  personal,  estates,  choses  in  action  and  prop- 
erty of  every  kind  and  description,  name  or  nature,  belonging  to  the 
said  Illinois  &  Eastern  Eailroad  Company  and  the  Indiana  &  Western 
Eailroad  Company,  respectively,  shall  be  vested  in  and  become  the 
property  of  the  consolidated  company,  the  Illinois  &  Indiana  Eailroad 
Company,  immediately  upon  the  consolidation  herein  provided  for 
business  consummated  without  any  further  act,  deed,  conveyance  or 
assurance  being  required  in  the  premises. 

Article  5. 
All  the  debts,  contracts  and  liabilities  of  every  nature  whatever  for 
which  either  of  the  said  constituent  companies,  parties  hereto,  may  be 
liable  either  at  law  or  equity  at  and  immediately  before  the  consum- 
mation of  the  consolidation  herein  provided  for  shall  be  assumed  by 
the  said  consolidated  company,  the  Illinois  &  Indiana  Eailroad  Com- 
pany. 

Article  6. 

The  number  of  the  directors  of  the  said  consolidated  company  shall 
be  five.  The  first  board  shall  be  composed  of  the  following  members : 


518  CORPORATION    FORMS. 

Stuyvesant  Fish,  William  G.  Bruen, 

John  C.  Welling,  Benjamin  F.  Ayer, 

James  F.  Harrahan. 
and  they  shall  be  divided  into  two  classes,  the  first  class  to  consist  of 
two  members  and  the  second  of  three.  The  classification  of  the  board 
shall  be  made  by  lot  at  the  very  first  regular  meeting.  The  members 
of  the  first  class  shall  serve  until  the  first  annual  meeting  of  the 
stockholders  and  the  members  of  the  second  class  until  the  next  suc- 
ceeding annual  meeting  of  the  stockholders.  All  vacancies  occuring 
by  expiration  of  term  shall  be  filled  by  election  for  a  term  of  two 
years. 

Article  7. 

At  the  corporate  meeting  elections,  each  stockholder  of  the  con- 
solidated company  shall  be  entitled  to  one  vote  for  each  share  of  stock, 
which  they  may  cast  either  in  person  or  by  proxy,  subject,  however,  in 
the  latter  case,  to  such  by-laws  or  regulations  of  the  company  concern- 
ing the  same,  as  may  from  time  to  time  be  made. 

Article  8. 

The  principal  office  of  the  consolidated  company  shall  be  in  the 
city  of  Chicago,  county  of  Cook,  state  of  Illinois. 

Article  9. 

The  by-laws  of  the  Illinois  &  Eastern  Railroad  Company,  one  of 
the  constituent  companies,  parties  hereto,  was  hereby  adopted  as  the 
by-laws  of  the  consolidated  company,  until  otherwise  changed,  subject 
to  the  terms  of  these  articles  of  consolidation. 

Article  10. 

These  articles  of  consolidation  shall  be  submitted  to  the  stock- 
holders of  each  of  the  constituent  companies  parties  hereto  at  special 
meetings  called  for  that  purpose,  and  when  the  same  shall  have  been 
approved  and  ratified  by  said  stockholders  and  by  those  representing 
its  two-thirds  of  all  stock  of  each  of  the  said  corporations,  a  certificate 
of  such  approval  and  ratification  by  each  of  the  said  companies,  under 
its  corporate  seal  and  verified  by  the  affidavit  of  its  secretary,  shall  be 
filed  in  the  office  of  the  secretary  of  state  of  each  of  the  states  of  Il- 
linois and  Indiana  and  a  certified  copy  thereof  in  the  office  of  the 
recorder  of  deeds  in  each  of  the  several  counties  in  the  states  of  Illinois 
and  Indiana,  in  which  the  railroad  of  the  said  consolidated  company 
or  some  part  thereof  is  situated.  And  the  said  Illinois  &  Eastern 
Eailroad  Company  and  the  said  Indiana  &  Western  Railroad  Com- 


CONSOLIDATION.  519 

pany,  for  the  purpose  of  more  completely  carrying  into  effect  these 
articles  of  consolidation,  do  hereby  severally  grant,  convey  and  set 
over  to  the  said  consolidated  company,  for  the  purpose  of  such  consoli- 
dation and  subject  to  the  conditions  and  classifications  in  those  ar- 
ticles contained  thus  representing  certificates  of  all  the  lands,  real 
estate,  equipment,  implements  and  material  acquired  therefor,  and  of 
the  rights,  privileges,  immunities,  franchises  and  powers  and  prop- 
erty and  effects  real,  personal  and  mixed  and  all  the  rights  of  action 
and  things  of  every  name,  nature  or  kind  now  held  and  owned  by  them 
or  either  of  them ;  to  have  and  to  hold  the  same  to  the  said  Indiana 
&  Illinois  Eailroad  Company,  its  successors  and  assigns,  from  the  time 
such  consolidation  shall  become  effective  and  forever  thereafter. 

And  the  said  Illinois  &  Eastern  Railroad  Company  and  the  said 
Indiana  &  Western  Railroad  Company  do  hereby  covenant,  agree  to, 
and  with  each  other,  that  in  case  it  shall  appear  at  any  time  that  this 
connection  for  consolidation  may  become  inoperative  or  ineffective  to 
accomplish  the  true  intent  and  purpose  of  the  parties  hereto  as  herein 
expressed  between  said  parties  and  each  of  them,  shall,  upon  demand 
and  without  delay,  cause  to  be  executed  and  delivered  to  the  said  con- 
solidated company  all  instruments  and  papers  deemed  necessary  or 
proper  by  counsel  learned  in  the  law  to  carry  out  and  effectuate  the 
true  intent  and  meaning  thereof ;  and  the  board  of  directors  of  the 
said  consolidated  company  shall  have  full  power  to  carry  the  said 
consolidation  into  effect  by  all  necessary  or  proper  acts  and  things  for 
that  purpose. 

In  testimony  whereof,  the  said  Illinois  &  Eastern  Railroad  Com- 
pany and  the  said  Indiana  &  Western  Railroad  Company  have  caused 
these  presents  to  be  subscribed  by  their  respective  president  or  vice- 
president  and  their  respective  corporate  seals  duly  attested  to  be  here- 
unto affixed  on  the  day  of  the  year  as  above  named. 

This  certificate  is  given  to  comply  with  the  laws  of  Illinois  and 
Indiana  and  in  accordance  with  the  terms  of  the  articles  of  consolida- 
tion hereinbefore  set  forth. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  said  corporation  this  15th  day  of  December,  A.  D.  1909. 

(Seal.)  w-  G-  Bruen> 

Secretary  Indiana  &  Western  Railroad  Company. 

State  of  Illinois,  County  of  Cook,  ss  : 

On  this  18th  day  of  December,  A.  D  1899,  before  me,' David  W. 
Ross,  a  notary  public  residing  in  the  city  of  Chicago,  in  the  county 
and   state   aforesaid,   personally   appeared   the   above-named   W.    G. 


520  CORPORATION    FORMS. 

Bruen,  who,  being  duly  sworn,  did  depose  and  say  that  the  foregoing 
certificate  by  him  subscribed  is  true. 

Witness  my  hand  and  notarial  seal  the  day  and  year  above  written. 

David  W.  Ross,  Notary  Public. 

I,  William  Gr.  Bruen,  secretary  of  the  Indiana  &  Western  Railroad 
Company,  a  corporation  organized  under  the  laws  of  the  state  of  In.- 
diana,  do  hereby  certify  that  a  special  meeting  of  the  shareholders  of 
the  said  corporation  was  held  at  Chicago  on  the  15th  day  of  December, 
A.  D.  1899,  at  10 :30  o'clock  in  the  forenoon,  pursuant  to  the  notice 
published  once  a  week  for  nine  successive  weeks  prior  to  the  date  of 
said  meeting  in  the  "Chicago  Legal  News,"  at  the  city  of  Chicago, 
county  of  Cook,  state  of  Illinois,  and  also  published  for  eight  suc- 
cessive weeks  in  the  "Sullivan  Union,"  at  Sullivan,  county  of  Sulli- 
van, state  of  Indiana,  and  that  at  said  meeting  the  whole  of  the  cap- 
ital stock  of  said  corporation  was  represented,  and  which  said  meeting 
was  called  for  the  purpose  of  considering  the  question  of  consolidat- 
ing the  Indiana  &  Western  Railroad  Company,  a  corporation  created 
by  and  existing  under  the  laws  of  the  state  of  Indiana,  with  the  Il- 
linois &  Eastern  Railroad  Company,  a  corporation  created  by  and 
existing  under  the  laws  of  the  state  of  Illinois. 

The  following  resolution  was  passed  by  unanimous  vote,  to  wit: 

Resolved,  That  the  stockholders  of  this  company  do  hereby  approve, 
ratify  and  confirm  the  articles  of  consolidation  now  submitted  as  the 
same  are  hereinbefore  set  forth,  and  the  proper  officers  of  the  com- 
pany are  hereby  authorized  to  do  all  acts  and  things  which  may  be 
necessary  for  carrying  the  same  into  effect. 

The  articles  of  consolidation  referred  to  in  the  foregoing  resolution 
are  as  follows : 

FORM  730. 

Agreement  for  Consolidation. 

This  agreement  made  and  entered  into  this  10th  day  of  January; 
1910,  by  and  between  The  Jersey  City  Street  Car  Company,  party  of 
the  first  part,  and  the  New  Jersey  Electric  Surface  Railway  Company, 
party  of  the  second  part,  under  the  corporate  seals  of  said  corpora- 
tions, witnesseth :  That  the  said  party  of  the  first  part  is  a  corpora- 
tion organized  under  the  laws  of  the  state  of  New  Jersey  for  the  pur- 
pose of  owning  and  operating  a  street  railway  in  and  through  and 
about  the  city  of  Jersey  City,  in  the  state  of  New  Jersey,  for  the  pur- 
pose of  transporting,  hauling  and  conveying  the  citizens  of  said  Jersey 
City  and  the  public  generally. 

That  the  said  party  of  the  second  part  is  a  corporation  organized 


CONSOLIDATION".  521 

under  the  laws  of  the  state  of  New  Jersey  for  the  purpose  of  owning 
and  operating  electric  surface  railway  in  and  through  the  said  city  of 
Jersey  City  and  in,  about  and  around  the  said  city  of  Jersey  City  for 
the  purpose  of  hauling,  conveying  and  transporting  the  citizens  of 
said  city  and  the  citizens  and  residents  of  the  community  generally, 
and  for  the  general  accommodation  and  convenience  of  the  public. 

That,  in  consideration  of  the  mutual  covenants  and  agreements 
herein  contained,  and  in  consideration  of  the  mutual  benefits  to  be 
received,  the  said  parties  do  hereby  agree  and  do  hereby  merge  and 
consolidate  the  said  above  named  corporations  into  a  single  corpora- 
tion under  and  pursuant  to  the  laws  of  the  said  state  of  New  Jersey. 
And  by  these  presents  the  said  above  named  corporations  and  parties 
hereto  do  hereby  covenant  and  agree  upon  and  prescribe  the  terms 
and  conditions  and  mode  of  carrying  the  said  merger  and  consolida- 
tion into  effect,  and  which  terms  and  conditions  they  mutually  cove- 
nant and  agree  to  observe,  as  follows : 

First.  The  name  of  the  corporation  hereby  formed  by  said  consoli- 
dation shall  be  The  Jersey  City  Electric  Street  Railway  Company. 

Second.    The  number  of  directors  who  shall  manage  the  business 

and  prudential  affairs  of  the  said  consolidated  company  shall  be  nine. 

Third.    The  names  and  postoffice  addresses  of  the  directors  of  such 

consolidated  company  who  are  to  manage  its  business  and  prudential 

affairs  for  the  first  year  are  as  follows : 

Names.  P.  0.  Addresses. 


Fourth.  The  period  of  existence  of  such  consolidated  corporation 
shall  be  fifty  years. 

Fifth.  The  principal  office  and  place  of  business  of  said  consoli- 
dated corporation  is  to  be  located  and  situated  in  the  city  of  Jersey 
City,  in  the  county  of  Hudson,  state  of  New  Jersey. 

Sixth.  The  names  of  the  cities  and  towns  in  which  the  operations 
of  such  consolidated  corporation  are  to  be  carried  on  are  Jersey  City, 
Hudson  Heights,  Hoboken,  Harrison,  West  Hoboken,  Weehawken. 
And  the  county  in  which  the  operations  of  said  consolidated  corpora- 
tion are  to  be  carried  on  is  Hudson. 

Seventh.  The  amount  of  capital  stock  of  such  consolidated  corpora- 
tion is  $5,000,000,  the  same  being  the  fair  cash  value  of  all  the  prop- 
erty, assets,  franchises  and  rights  of  the  said  Jersey  City  Street  Car 
Company  and  of  the  New  Jersey  Electric  Surface  Railway  Company. 

Eighth.  The  said  capital  stock  of  such  consolidated  company  is  to 
be  divided  into  50,000  shares  of  the  par  value  of  $100  each. 


522  CORPORATION    FORMS. 

Ninth.  The  capital  stock  of  said  consolidated  company  shall  be 
issued  and  distributed  as  follows :  And  the  capital  stock  of  each  of  the 
said  corporations  parties  hereto,  shall  be  convertible  into  the  capital 
stock  of  the  said  consolidated  corporation,  share  for  share;  and  each 
and  every  stockholder  of  each  of  the  said  corporations  parties  hereto, 
shall  present  and  surrender  all  certificates  of  stock  held  by  them  and 
certificates  for  like  amounts  of  stock  in  the  new  corporation  shall  be 
issued  to  the  holders  thereof.  The  remaining  10,000  shares  shall  be 
sold  at  public  auction  to  the  highest  bidder,  but  not  more  than  ten 
shares  shall  be  sold  to  any  single  person  and  no  stock  shall  be  sold  to 
any  other  corporation  or  syndicate. 

In  witness  whereof,  the  said  parties  of  the  first  and  second  parts  have 
executed  this  agreement  in  duplicate  and  have  hereunto  set  their  re- 
spective signatures  by  their  boards  of  directors,  and  have  caused  to  be 
hereto  affixed  the  corporate  seals  of  their  respective  corporations,  of 
which  they  are  respectively  the  directors  the  day  and  year  aforesaid. 

(Signed  and  acknowledged.) 

FOEM  731. 
Consolidation  Agreement. 

This  agreement  of  consolidation  made  and  entered  into  this  1st  day 
of  January,  A.  D.  1910,  by  and  between  the  board  of  directors  of  the 
Ohio  Railway  Company,  a  corporation  of  the  state  of  Ohio,  party  of 
the  first  part,  and  the  board  of  directors  of  the  Indiana  Railroad  Com- 
pany, party  of  the  second  part,  witnesseth : 

That  for  the  purpose  of  consolidating  the  stock,  property,  assets  and 
franchises  of  the  said  railroad  companies  and  of  making  the  said  rail- 
road companies  one  company,  which,  as  the  lines  of  railroads  of  the 
respective  railroad  companies  connect  at  the  boundary  line  between 
the  said  state  of  Ohio  and  the  said  state  of  Indiana,  may  be  done  under 
the  laws  of  said  states  on  the  agreement  of  the  board  of  directors  of 
the  said  railroad  companies,  the  said  parties  hereto  have  mutually 
agreed  to  the  following  conditions  and  stipulations : 

1.  Such  consolidation  shall  be  effected  by  a  sale,  assignment,  and 
transfer,  which  is  hereby  made,  of  the  railroad,  leaseholds,  rights  and 
rights  of  action,  contracts,  moneys,  stocks,  franchises,  and  all  other 
property,  of  every  nature  and  description  whatsoever,  of  the  party  of 
the  second  part  to  the  party  of  the  first  part. 

2.  To  equalize  values  and  form  the  basis  of  such  consolidation,  as 
soon  as  these  articles  shall  be  ratified  by  the  stockholders  as  hereafter 
provided,  or  earlier,  the  first  party  may  distribute  to  its  stockholders 


CONSOLIDATION.  523 

of  its  surplus  revenues  invested  in  the  construction  and  equipment  of 

its  road  an  amount  of  shares  which  shall  be  equal  to per  cent 

of  its  capital  stock,  existing  at  the  time  of  closing  its  books,  for  the. 
purpose  of  such  distribution,  to  be  fixed  by  the  board  as  soon  as  may 
be  conveniently  done  after  the  ratification  of  these  articles  by  the  par- 
ties hereto,  and  to  make  a  further  and  extra  dividend  in  cash  of 

per  cent  on  its  capital  stock  as  soon  as  its  board  of  directors  may  see 
fit  to  declare  the  same,  to  equalize  an  extra  dividend  made  by  the  sec- 
ond party  since  negotiations  for  consolidation  were  commenced. 

3.  The  capital  stock  of  the  second  party,  now  outstanding,  is 

shares,  for  which  the  first  party  is  to  pay,  after  the  distributions  men- 
tioned in  the  preceding  article,  for  each  share,  to  the  holders  thereof, 
dollars  in  its  own  stock  at  its  par  value. 

4.  All  the  railroad  and  equipment  thereon  and  therefor,  rights  of 
way  and  appurtenances,  depots  and  depot  grounds,  station-houses  and 
property,  therein  or  connected  therewith ;  all  lands,  ferries  and  bridges, 
all  leases,  contracts,  moneys  and  other  real  and  personal  property  of 
whatsoever  nature ;  all  rights,  revenues,  incomes,  and  rights  of  action, 
privileges,  and  franchises  of  the  second  party,  shall  become  and  be 
the  property  of  the  first  party ;  and  the  second  party  hereby  grants, 
sells,  and  transfers  the  same,  and  every  part  and  parcel  thereof,  to  the 
first  party,  its  successors  and  assigns,  and  hereby  authorizes  the  first 
party,  in  the  management  and  conduct  of  said  property  and  the  sale 
or  other  disposition  thereof,  or  any  part  thereof,  to  use  the  corporate 
name  and  seal  of  the  second  party  so  far  as  may  be  lawfully  done, 
whenever  and  in  such  manner  as  it  shall  deem  necessary  or  convenient 
to  carry  into  effect  the  purposes  of  these  articles ;  and  the  first  party  is 
to  be  and  does  hereby  become  liable  for  and  assumes  all  leases,  con- 
tracts, liabilities,  obligations,  and  duties  of  the  party  of  the  second 

part. 

5.  The  parties  hereto  are  at  liberty  to  make  their  usual divi- 
dends, the  first  party  on  the  day  of  and  the  second 

party  on  the day  of next  ensuing.  No  further  divi- 
dends, except  as  provided  in  the  second  article  hereof,  shall  be  made 
by  either  party  until  after  the  final  vote  shall  be  taken  upon  the  ques- 
tion of  the  ratification  of  these  articles,  at  the  meetings  of  stockholders 
of  the  respective  parties  to  be  held  for  that  purpose. 

6.  The  second  party  shall  make,  execute,  and  deliver,  or  cause  to 
be  made,  executed  and  delivered,  to  the  first  party,  such  other  or  fur- 
ther conveyance  or  assurance,  or  other  papers  or  instruments  in  writ- 
ing, as  the  counsel  of  the  first  party  may  advise  to  be  necessary  to 
carry  to  complete  execution  and  accomplishment  the  objects  and  pur- 
poses of  these  articles. 


524  CORPORATION    FORMS. 

7.  The  provisions  of  these  articles  shall  be  obligatory  upon  the  suc- 
cessors and  assigns  of  the  respective  parties  hereto,  and  shall  become 
operative  and  of  force  upon  the  ratification  thereof  by  the  stockholders 
of  the  two  companies,  at  meetings  to  be  called  and  held  by  the  respec- 
tive parties  hereto  as  soon  as  practicable. 

In  witness  whereof,  the  parties  hereto  have  caused  their  corporate 
names  to  be  hereto  subscribed  by  their  presidents,  and  their  corporate 
seals  to  be  attached  by  their  secretaries,  all  on  the  day  and  year  first 
above  written.  (Signed.) 

FORM  732. 

Conveyances  to  Perfect  Consolidation  Agreement. 

This  indenture,  made  this  10th  day  of  January,  A.  D.  1910,  by  and 
between  the  Ohio  Railroad  Company  in  the  state  of  Ohio,  a  corpora- 
tion organized  under  and  in  accordance  with  the  laws  of  that  state, 
party  of  the  first  part,  and  the  Indiana  Railroad  Company,  a  corpora- 
tion created  and  existing  by  virtue  of  the  laws  of  the  state  of  Indiana, 
party  of  the  second  part,  witnesseth : 

That  the  party  of  the  first  part,  for  the  purpose  of  more  completely 
carrying  into  effect  the  articles  of  consolidation  executed  by  and  be- 
tween the  parties  hereto,  under  date  of  the  1st  day  of  January.  1910, 
in  virtue  of  which  the  stock,  property  and  franchises  pertaining  there- 
to of  the  first  party  became  consolidated  into  and  with  those  of  the 
second  party,  and  at  the  request  of  the  second  party,  and  in  considera- 
tion of dollars  to  it  paid  by  the  party  of  the  second  part  at  the 

ensealing  and  delivery  of  these  presents,  the  receipt  of  which  is  hereby 
acknowledged,  by  these  presents  does  grant,  bargain,  sell,  assign, 
transfer,  and  convey  to  the  said  party  of  the  second  part,  its  successors 
and  assigns,  all  the  property  mentioned  and  described  as  follows, 
to  wit : 

All  the  real  estate  and  lands,  and  all  right,  title  and  interest  therein, 
which  the  first  party  has  owned  or  possessed,  or  were  entitled  to  at  the 
date  of  said  articles,  or  has  since  acquired,  and  especially  including  all 
lands  and  interests  in  lands  granted  or  thereafter  to  be  granted  to  it 

by  the  United  States  and  the  state  of ,  situated  in  the  said  state 

of or  elsewhere. 

Also  all  contracts  and  choses  in  action,  of  whatever  nature  and  de- 
scription, including  all  contracts  for  the  sale  of  lands  heretofore  made 
by  the  said  first  party. 

Also  the  railroads  and  branches  of  the  said  first  party,  and  the 
equipment  thereon  or  procured  therefor,  and  all  revenues  to  be  derived 
therefrom ;  all  rights  of  way  and  structures  thereon,  and  other  prop- 


CONSOLIDATIOX.  525 

erty  pertaining  thereto,  or  to  the  said  railroads  and  branches;  all 
leases  of  railroads  and  other  property ;  all  ferries  and  bridges,  and  the 
approaches  thereto,  and  the  revenues  therefrom;  and  all  the  other 
property  of  the  first  party  at  the  date  of  said  articles,  or  which  it  may 
have  since  acquired,  together  with  all  the  rights,  privileges,  and  fran- 
chises of  the  said  first  party  pertaining  to  the  property  hereby  con- 
veyed, or  any  part  thereof ;  intending  to  include  herein  all  the  prop- 
erty, rights,  privileges,  and  franchises  conveyed,  or  intended  to  be 
conveyed,  by  said  articles  of  consolidation,  and  all  that  the  first  party 
may  have  since  acquired : 

To  have  and  to  hold  the  said  property,  rights,  privileges,  and  fran- 
chises, and  all  and  singular  the  said  premises  and  every  part  thereof, 
with  the  appurtenances,  unto  the  said  party  of  the  second  part,  and  its 
successors,  forever. 

In  consideration  whereof,  and  of  the  said  premises,  the  said  party 
of  the  second  part  agrees  to  and  does  hereby  become  liable  for  and  as- 
sumes all  leases,  contracts,  liabilities,  obligations,  and  duties  of  the 
said  first  party  and  hereby  covenants  to  perform,  carry  out,  and  dis- 
charge the  same,  and  each  and  every  one  of  them,  and  to  indemnify  it 
against  loss  by  reason  of  the  same,  and  in  all  things  save  the  said  first 
party  harmless  in  respect  thereof. 

In  witness  whereof,  the  parties  have  respectively  caused  their  cor- 
porate names  to  be  subscribed  by  their  presidents,  and  their  corporate 
seals  to  be  affixed  by  their  secretaries  to  this  indenture,  and  to  a  dupli- 
cate original  thereof,  on  the  day  and  the  year  first  above  written. 

(Signed  and  acknowledged.) 

FORM  733. 

Minutes  of  Stockholders'  Meeting — Action  for  Consolidation. 

The  stockholders  of  the  Jersey  City  Street  Car  Company  met  at  a 
special  called  meeting  for  the  purpose  of  considering  an  agreement 
entered  into  by  the  directors  of  the  company  with  the  directors  of  the 
New  Jersey  Electric  Surface  Railway  Company  for  the  purpose  of 
consolidation,  pursuant  to  notice,  and  which  notice  is  as  follows,  to 
wit:  (here  copy  the  notice)  that  such  notice  was  duly  served  on  all  the 
stockholders  of  this  company  more  than  three  days  before  the  date  of 
this  meeting  as  shown  by  the  affidavit  of  John  Smith  and  which  affi- 
davit of  service  is  as  follows:  (here  set  out  affidavit).  This  meeting 
is  for  the  purpose  of  considering  the  proposition  of  consolidating  this 
corporation  with  the  New  Jersey  Electric  Surface  Railway  Company, 
as  stated  in  said  notice. 


526  CORPORATION   FORMS. 

There  were  present  at  this  meeting  in  person  or  by  proxy  stockhold- 
ers owning  more  than  four-fifths  of  the  shares  of  the  stock. 

On  motion  of  James  Johnson  the  meeting  was  organized  by  the 
election  of  Thomas  Maxwell  as  chairman  and  Edward  White  as  sec- 
retary. 

At  the  request  of  the  chairman  the  secretary  read  the  agreement 
between  the  directors  of  this  company  and  the  directors  of  the  New 
Jersey  Electric  Surface  Eailway  Company,  referred  to  in  the  notice 
of  the  meeting.  After  reading  the  same  on  the  motion  of  Hezekiah 
Quick,  duly  seconded,  a  vote  was  taken  by  ballot  upon  the  question  of 
approving  or  rejecting  the  same.  Thereupon  the  chair  appointed 
Benjamin  Little  and  Jeremiah  Noble  as  tellers.  Thereupon  the  bal- 
lots were  duly  cast  in  person  and  by  proxy,  and  upon  report  of  the 
tellers  after  a  canvass  of  the  ballots  cast  it  was  found  that  the  votes  of 
the  stockholders  owning  four-fifths  of  the  shares  of  stock  were  cast  in 
favor  of  the  approval  of  said  agreement  for  consolidation ;  and  no 
votes  were  cast  against  the  approval  of  said  agreement. 

Of  the  20,000  shares  of  the  entire  capital  stock  of  this  corporation 
the  votes  of  stockholders  owning  $18,000  of  said  shares  of  stock  were 
cast  in  person  and  by  proxy  in  favor  of  the  approval  of  said  agreement 
of  consolidation. 

Thereupon  the  chairman  on  the  report  of  the  tellers  declared  such 
agreement  of  consolidation  duly  approved  and  adopted. 

On  motion  the  secretary  of  this  meeting  was  directed  to  communi- 
cate the  fact  of  the  approval  of  said  agreement  to  the  secretary  of  the 
said  New  Jersey  Electric  Surface  Eailway  Company,  and  the  directors 
of  this  company  were  authorized  to  proceed  to  consumate  and  effect 
the  consolidation  of  the  two  corporations  pursuant  to  the  terms  of 
said  agreement. 

On  motion  the  meeting  adjourned. 

In  witness  whereof,  I  have  made,  signed  and  sworn  to  the  foregoing 
copy  of  proceedings  in  duplicate  this  1st  day  of  March,  A.  D.  1910. 

Edward  White,  Secretary. 

State  of  New  Jersey,  County  of  Hudson,  ss: 

Edward  White,  being  duly  sworn,  deposes  and  says  that  he  was 
elected  to  act  and  did  act  as  secretary  of  a  special  meeting  of  the  stock- 
holders of  the  Jersey  City  Street  Car  Company,  held  for  the  purpose 
of  considering  the  annexed  agreement  of  consolidation  made  between 
the  directors  of  said  Jersey  City  Street  Car  Company  and  the  New 
Jersey  Electric  Surface  Railway  Company,  and  that  notice  of  said 
meeting  was  given  as  stated  in  said  proceedings. 

(Signed)     Edward  White. 


CONSOLIDATION.  527 

Sworn  to  before  me  this  1st  day  of  March,  A.  D.  1910. 

Daniel  Crocket,  Notary  Public. 

FORM  734. 

Certificate  of  Merger. 

The  Deep  Sea  Fisheries  Company,  pursuant  to  the  provisions  of  an 
act  entitled,  "An  act  providing  for  the  consolidation  and  merger  of 

existing  corporations,"  duly  enacted  on  the  day  of  , 

1903,  hereby  certifies,  under  its  seal,  as  follows : 

(1)  That  the  Deep  Sea  Fisheries  Company  is  a  stock  corporation, 

organized  and  existing  under  the  laws  of  the  state  of ,  for  the 

purpose  of  fishing  in  salt  waters  of  the  Atlantic  Ocean  for  all  kinds  of 
fish,  oysters,  clams,  crabs  and  other  deep  sea  animals  and  products, 
and  that  a  certificate  of  incorporation  was  duly  filed  and  recorded  in 

the  office  of ,  of  said  state  on  the day  of ,  1905, 

and  in  the  offices  of on  the day  of ,  1905. 

(2)  That  on  and  prior  to  said  clay  of ,  1905,  The 

Long  Beach  Oyster  Company  was  also  a  stock  corporation  organized 

and  existing  under  the  laws  of  the  state  of ,  for  the  purpose  of 

fishing  in  salt  waters  of  the  Atlantic  Ocean-  for  all  kinds  of  fish,  oys- 
ters, clams,  crabs  and  other  deep  sea  animals  and  products,  and  that 
its  certificate  of  incorporation  was  duly  filed  and  recorded  in  the  office 

of  ,  of  said  state  on  the day  of ,  1906,  and  in 

the  office  of of  said  state,  on  the day  of ,  1906. 

(3)  That  on  the day  of ,  1907,  the  said  The  Deep 

Sea  Fisheries  Company  lawfully  owned  all  the  capital  stock  of  the 
said  The  Long  Beach  Oyster  Company,  and  on  said  day  the  directors 
of  the  said  The  Deep  Sea  Fisheries  Company,  by  a  resolution  duly 
adopted  and  entered,  determined  to  and  did  merge  said  The  Long 
Beach  Oyster  Company  with  it,  the  said  The  Deep  Sea  Fisheries  Com- 
pany, which  said  resolution  of  merger  was  as  follows,  to  wit : 

In  witness  whereof,  the  said  The  Deep  Sea  Fisheries  Company  has 
caused  these  presents  to  be  signed  in  its  behalf  by  its  president  and 
its  corporate  seal  to  be  hereunto  affixed  and  attested  by  its  secretary, 
on  this day  of ,  1910. 

(Seal)                               The  Deep  Sea  Fisheries  Company, 
Attest :     E  F,  Secretary.  By  ,  President. 

State  of ,  County  of ,  ss : 

On  the  day  of  ,  1910,  before  me  personally  came 

A  B,  to  me  known,  who,  being  duly  sworn,  did  depose  and  say  that  he 


528  CORPORATION   FORMS. 

resides  in  the  state  of ;  that  he  is  the  president  of  The  Deep 

Sea  Fisheries  Company,  a  corporation  described  in  and  which  executed 
the  above  instrument ;  that  he  knows  the  seal  of  said  corporation ;  that 
the  seal  affixed  to  said  instrument  is  the  seal  of  said  corporation ;  that 
it  was  so  fixed  by  the  order  of  the  board  of  directors  of  said  corpora- 
tion and  that  he  signed  his  name  thereto  by  like  order. 

(Signed)     ,  Notary  Public. 


ARTICLE  SIXTEEN. 
DISSOLUTION. 

FORM  735. 

Dissolution  by  Incorporators. 

We,  A  B,  C  D,  E  F  and  G  H,  being  all  the  incorporators  named  in 
the  articles  and  certificate  of  incorporation  of  the  White  Brick  Manu- 
facturing Company,  and  which  said  articles  and  certificate  of  incorpo- 
ration were  filed  for  the  purpose  of  creating  a  domestic  corporation, 
other  than  a  moneyed  or  transportation  corporation,  do  hereby,  pur- 
suant to  the  governing  statute  certify  as  follows : 

First.  That  the  above  are  the  names  of  all  the  incorporators  of  the 
said  White  Brick  Manufacturing  Company. 

Second.  That  no  part  of  the  capital  stock  of  said  corporation  has 
been  paid. 

Third.    That  said  corporation  has  no  liabilities  whatever. 
Fourth.    That  the  business  for  which  said  corporation  was  created 
has  not  been  begun  and  that  the  said  incorporators  have  not  under- 
taken or  conducted  any  business  whatever  under  said  organization  or 
as  a  corporation. 

Fifth.  That  we,  the  above  named  incorporators,  do  hereby  surren- 
der to  the  state  and  its  proper  officers  all  the  rights  and  franchises  ob- 
tained for  and  in  behalf  of  said  corporation,  and  that  we  hereby,  on 
our  part,  disaffirm  and  revoke  the  said  articles  of  incorporation  and 
hereby  declare  our  intention  not  to  undertake,  conduct  or  carry  on  the 
objects  of  said  incorporation  and  hereby  declare  that  we  will  no  longer 
act  as  a  corporation. 

In  witness  whereof,  we  have  executed  this  certificate  in  duplicate. 

Dated  this day  of ,  1910. 

(Signatures  of  incorporators.) 

State  of ,  County  of 


A  B,  C  D,  E  F  and  G  H,  being  severally  duly  sworn,  each  for  him- 
self, deposes  and  says,  that  he  is  one  of  the  incorporators  named  in  the 
foregoing  certificate;  that  he  has  read  the  foregoing  certificate  sub- 
34— Thomp.  Corp.  VII.  529 


530  CORPORATION   FORMS. 

scribed  by  him  and  knows  the  contents  thereof,  and  that  such  certifi- 
cate is  true  in  substance  and  in  fact. 

(Signed  by  incorporators  and  sworn  to.) 
§§  6453,  6478. 

FORM  736. 
Certificate  of  Resolution  of  Directors  for  Dissolution. 

We,  the  undersigned,  A  B,  president,  and  C  D,  secretary,  respec- 
tively, of  the  Lehigh  Cement  Company,  a  stock  corporation  organized 
under  and  pursuant  to  the  laws  of  the  state  of  New  York,  do  hereby, 
for  the  purpose  of  complying  with  the  provisions  of  section  221  of 
the  general  corporation  law  in  relation  to  voluntary  dissolution  of 
corporations,  make  and  attest  this  certificate,  and  attach  the  consent, 
verified  statement  and  proofs  required  by  said  section,  as  follows, 
to  wit : 

That  the  board  of  directors  of  said  corporation  at  a  meeting  duly 
called  for  that  purpose,  held  at  its  office  in  the  city  of  Buffalo  on  the 
10th  day  of  January,  1910,  at  1  o'clock  p.  m.  of  said  day,  of  which 
meeting  at  least  three  days'  notice  was  given  to  each  stockholder,  as 
appears  by  the  affidavit  of  C  D,  secretary,  hereto  annexed  and  forming 
part  hereof,  by  a  vote  of  a  majority  of  the  whole  board  adopted  the 
following  resolution : 

"Resolved,  That  in  the  opinion  of  this  board  of  directors  it  is  ad- 
visable to  dissolve  this  corporation  forthwith,  pursuant  to  section  221  of 
the  General  Corporation  Law,  and  that  a  meeting  of  the  stockholders 
is  hereby  directed  and  ordered  to  be  called,  to  be  held  at  the  office  of 
the  corporation  in  the  said  city  of  Buffalo  on  the  20th  day  of  February, 
1910,  at  2  o'clock  p.  m.  of  said  day,  for  the  purpose  of  voting  upon  the 
proposition  of  dissolving  this  corporation  forthwith ; 

Resolved  further,  That  the  secretary  cause  a  notice  of  such  meeting 
to  be  published  and  served  on  each  of  the  stockholders  according  to 
law ;  that  the  secretary  and  the  president  of  this  corporation  execute  a 
certificate  showing  the  adoption  of  this  resolution,  and  setting  forth 
the  proceedings  of  the  meeting  to  be  held  by  the  stockholders,  and 
that  they  also  attest  the  written  consent  of  the  stockholders  as  to  the 
immediate  dissolution  of  this  corporation. 

"Resolved  further,  That  the  president  and  secretary  cause  such  cer- 
tificate and  consent  of  stockholders  to  be  filed  in  the  office  of  the  sec- 
retary of  state,  together  with  a  duly  verified  statement  of  the  names 
and  residences  of  the  members  of  the  present  board  of  directors  and 
the  names  and  residences  of  the  present  officers  of  this  corporation  and 
proofs  of  publication  and  service  of  all  statutory  notices." 


DISSOLUTION.  532 

We  further  certify,  that  notice  of  the  meeting  of  the  stockholders 
of  said  corporation  for  the  purpose  of  voting  upon  a  proposition  that 
this  corporation  be  forthwith  dissolved,  was  published  in  the  Buffalo 
Press,  a  newspaper  published  and  circulating  in  the  said  city  of  Buf- 
falo, county  of ,  the  same  being  the  county  wherein  the  corpo- 
ration has  its  principal  office,  once  a  week  for  three  weeks  successively 
next  preceding  the  time  appointed  for  holding  such  meeting  as  shown 
by  the  proof  of  publication  of  said  notice  which  is  hereto  annexed  and 
made  a  part  hereof. 

That  on  the  day  preceding  the  day  of  the  first  publication  of  such 
notice,  to  wit,  on  the  12th  day  of  January,  1910,  a  copy  of  such  notice 
was  served  personally  on  each  stockholder  or  mailed  to  him  at  his  last 
known  postoffice  address,  as  more  fully  appears  by  the  affidavit  of  C  D, 
the  secretary,  which  is  hereto  annexed  and  made  a  part  hereof. 

We  further  certify,  that  pursuant  to  said  notice  a  meeting  of  said 
stockholders  was  held  on  the  20th  day  of  February,  1910,  at  2  o'clock 
p.  m.  at  the  principal  office  of  the  corporation  in  the  said  city  of  Buf- 
falo, that  being  the  city  in  which  the  last  preceding  annual  meeting  of 
the  corporation  was  held. 

That  at  said  meeting  the  holders  of  more  than  two-thirds  in  amount 
of  the  capita]  stock  of  the  corporation,  then  outstanding,  appeared  in 
person  and  that  said  meeting  was  duly  organized  by  choosing  the  un- 
dersigned, A  B,  as  chairman,  and  C  D,  as  secretary,  thereof. 

That  the  notice  of  the  meeting  and  the  proof  of  publication  and  of 
service  thereof  were  presented  and  read  and  directed  to  be  filed. 

We  further  certify,  that  thereupon  the  following  resolution  was  in- 
troduced and  read  and  was  adopted  by  the  affirmative  votes  of  the 
stockholders  present  (or  otherwise  as  the  "facts  may  be),  to  wit: 

"Resolved,  That  the  action  of  the  board  of  directors  favoring  the 
dissolution  of  this  corporation  forthwith  be  and  the  same  is  hereby 
ratified  and  approved,  and  that  we,  the  stockholders  of  the  Lehigh 
Cement  Company,  consent  that  such  dissolution  shall  take  place,  and 
that  it  is  the  sense  of  this  meeting  and  of  the  stockholders  of  the  said 
Lehigh  Cement  Company  that  it  shall  be  forthwith  dissolved,  and  sig- 
nify such  consent  in  writing  in  conformity  with  the  governing  statute 
in  such  case  made  and  provided." 

That  the  votes  of  holders  of  more  than  two-thirds  in  amount  of  the 
capital  stock  of  said  corporation  then  outstanding,  having  been  cast 
in  favor  of  such  resolution,  the  same  was  declared  duly  adopted. 

We  further  certify,  that  thereupon  the  consent  in  writing  that  the 
said  corporation  be  dissolved  forthwith  was  executed  by  all  the  stock- 
holders of  the  corporation  as  shown  by  the  books  of  the  corporation, 


532  CORPORATION    FORMS. 

which  said  written  consent  is  hereto  annexed  and  made  a  part  of  this 
certificate.     (See  next  for  form  of  consent.) 

In  witness  whereof,  we  have  made  and  signed  this  certificate  this 
22d  day  of  February,  1910.  (Signature  of  President.) 

(Signature  of  Secretary.) 
State  of  New  York,  County  of . 

We,  A  B,  president,  and  C  D,  secretary,  being  severally  duly  sworn, 
each  for  himself,  deposes  and  says  that  the  said  A  B  is  president  of 
the  Lehigh  Cement  Company  and  the  said  C  D  is  secretary  thereof, 
and  that  the  foregoing  certificate  signed  by  them,  respectively,  is  true 
according  to  the  best  of  the  knowledge,  information  and  belief  of  each 
of  said  deponents. 

And  deponents  further  say,  and  each  for  himself  says,  that  the  an- 
nexed written  consent  of  the  stockholders  of  the  said  corporation  exe- 
cuted in  person,  consenting  to  the  dissolution  forthwith  of  said  corpo- 
ration, was  so  executed  at  said  meeting  of  stockholders  held  as  in  said 
foregoing  certificate  mentioned  on  the  20th  day  of  February,  1910, 
and  that  the  number  of  shares  set  out  opposite  each  signature  to  such 
consent  is  the  number  of  shares  standing  on  the  books  of  the  said  cor- 
poration in  the  name  of  such  consenting  stockholder,  and  that  the  total 
number  of  shares  outstanding  issued  by  said  corporation  is  1,000  and 
that  the  number  of  consenting  shares  is  in  excess  of  two-thirds  in 
amount  of  the  stock  of  said  corporation  so  outstanding  as  aforesaid, 
to  wit,  1,000.         (Signed  by  president  and  secretary  and  sworn  to.) 

§§  6478,  6500  et  seq. 

FORM  737. 

Written  Consent  of  Stockholders  to  Dissolution. 

State  of  New  York,  City  of  Buffalo. 

We,  the  undersigned,  stockholders  of  the  Lehigh  Cement  Company, 
being  holders  of  at  least  two-thirds  in  amount  of  the  stock  of  said 
company,  now  outstanding,  as  shown  herein,  have  consented  and  do 
hereby  consent  that  said  Lehigh  Cement  Company  shall  be  forthwith 
dissolved. 

We  hereby  state  and  show  that  the  undersigned  is  each  a  stockholder 
of  said  corporation  and  that  each  owns  the  number  of  shares  of  said 
corporation  set  opposite  his  respective  name  as  follows : 
A  B,  100 

C  D,  200 

E  F,  75 

G  H,  150 

(Continue  as  to  all  stockholders  signing.) 


DISSOLUTION.  533 

And  we  do  hereby  sign  this  instrument  for  the  purpose  of  signifying 
our  consent  in  writing  as  required  by  section  221  by  the  General  Cor- 
poration Law. 

In  witness  whereof,  we  have  hereunto  set  our  hand  this  20th  day  of 
February,  1910.  (Signed  by  stockholders.) 

§  6500  et  seq. 

FORM  738. 

Statement  Showing  Names  and  Residences  of  Directors  and  Officers. 

The  following  statement  contains  the  names  and  residences  of  the 
members  of  the  existing  board  of  directors  and  the  names  and  resi- 
dences of  the  present  officers  of  the  Lehigh  Cement  Company,  to  wit : 

Names  of  directors.  Residences. 

A  B,  1120  Grand  St.,  Buffalo,  X.  Y. 

C  D,  275  Broad  St.,  Buffalo,  X.  Y. 

E  F,  2250  Front  St.,  Buffalo,  X.  Y. 

G  H,  625  High  St.,  Buffalo.  X.  Y. 

I  J?  2200  Delaware  Ave.,  Buffalo,  X.  Y. 

Names  of  officers.  Residences. 

A  B,  President,  1120  Grand  St.,  Buffalo,  X.  Y. 

C  D,  Secretary,  275  Broad  St.,  Buffalo,  X.  Y. 

E  F,  2250  Front  St.,  Buffalo,  X.  Y. 

(This  statement  must  be  sworn  to  by  some  competent  person.) 

FORM  738a. 

Petition  for  Voluntary  Dissolution. 

In  the  Matter  of  the 

Petition  of  the  Novelty  Box  Company,  a  Corporation,  for 

Voluntary  Dissolution. 

To  the  Supreme  Court  of  the  State  of  Xew  York : 

That  A  B,  C  D,  E  F,  G  H  and  K  L,  a  majority  of  the  directors  of 
the  Novelty  Box  Company,  respectfully  petition  the  court  for  a  disso- 
lution of  the  said  corporation,  and  show  the  court  as  follows : 

1.  The  Novelty  Box  Company  is  a  corporation  organized  under 
the  business  corporation  law  of  the  state  of  Xew  York  and  its  principal 
place  of  business  is  located  at  the  city  of  Albany,  county  of  Albany,  in 
said  state. 

2.  Your  petitioners  would  further  show  that  they  are  the  majority 


534  CORPORATION    FORMS. 

of  all  the  directors  of  said  corporation ;  that  the  names  and  residences 
of  all  the  directors  of  this  corporation  are  as  follows : 

Name.  Residence. 

A  B,  Albany,  New  York. 

C  D,  Albany,  New  York. 

E  F,  Albany,  New  York. 
G  H,                       New  York  City,  New  York. 

I  J,  Rochester,  New  York. 

K  L,  Albany,  New  York. 

3.  Your  petitioners  would  show  that  the  said  corporation  was  or- 
ganized for  the  purpose  of  manufacturing  paper  boxes,  cartons,  and 
other  like  goods  and  merchandise.  The  amount  of  the  authorized 
capital  stock  of  this  corporation  is  $50,000.00,  and  the  amount  which 
is  issued  and  outstanding  is  $40,000.00. 

4.  Your  petitioners  would  further  show  that  they  have  discovered 
that  the  capital  stock,  effects,  and  other  property  of  the  corporation 
are  not  sufficient  to  pay  all  just  demands  for  which  it  is  liable  or  to 
afford  a  reasonable  security  to  those  who  may  deal  with  it,  and  that 
the  business  is  not  now  in  a  prosperous  condition  and  on  a  paying 
basis  and  could  not  be  made  so  without  the  investment  of  a  large 
amount  of  additional  capital  which  cannot  now  be  secured,  and  for 
these  reasons  your  petitioners  deem  it  beneficial  to  the  interest  of  the 
stockholders  that  this  corporation  should  be  dissolved. 

5.  Your  petitioners  follow  herewith  as  a  part  of  this  petition,  a 
schedule  marked  Schedule  "A,"  which  said  schedule  contains  a  state- 
ment of  all  the  matters  in  relation  to  the  capital  stock,  business  affairs, 
and  financial  condition  of  this  corporation,  as  required  by  section  174 
of  the  General  Corporation  Law,  so  far  as  these  petitioners  are  now  in- 
formed so  far  as  they  have  the  means  of  knowing  the  same. 

Wherefore,  your  petitioners  pray  for  the  final  order  of  the  court  dis- 
solving said  corporation  and  appointing  a  receiver  for  its  property 
and  effects,  and  for  an  injunction  preventing  the  prosecution  of  any 
actions  at  law  against  the  said  corporation  and  for  such  other  and  fur- 
ther relief  as  may  be  proper  with  costs  of  this  proceeding. 

A  B,  

C  D, 

E  F, 

G  H,  

K  L,  

§§  6507,  6508. 


dissolution.  535 

FORM  738b. 
Schedule  Filed  With  Petition. 

Schedule  A. 

First.  The  following  is  a  full  and  true  account  of  all  the  creditors 
of  said  corporation  and  of  all  unsatisfied  contracts  and  engagements 
entered  into  by,  and  now  existing  against  said  corporation,  to  wit: 
( Here  set  out  fully. ) 

Second.  The  following  is  a  complete  statement  of  the  name  and 
place  of  residence  of  each  creditor  of  the  said  corporation  and  of  each 
person  with  whom  any  contract  or  engagement  has  been  made  and  is 
to  be  performed,  to  wit :     (Here  state  fully;  if  not  known,  so  state.) 

Third.  The  following  is  a  statement  of  each  creditor  or  other  per- 
son specified  as  above  and  the  nature  of  each  debt,  demand  or  other 
engagement,  to  wit:     (Here  state  fully.) 

Fourth.  The  following  is  a  statement  of  the  true  cause  and  consider- 
ation of  the  indebtedness  to  each  of  said  creditors,  to  wit :  (Here  state 
fully.) 

Fifth.  The  following  is  a  full,  just,  and  true  inventory  and  state- 
ment of  all  the  property  of  the  said  corporation,  and  of  all  the  books, 
vouchers  and  securities  relating  thereto,  to  wit :     (Here  set  out  fully.) 

Sixth.  The  following  statement  of  each  encumbrance  upon  the 
property  of  the  corporation  by  judgment,  mortgage,  lien,  pledge,  or 
otherwise,  to  wit :     (Here  state  fully.) 

Seventh.  The  following  statement  is  a  full,  just  and  true  account  of 
the  capital  stock  of  said  corporation,  together  with  the  name  of  each 
stockholder,  his  residence,  the  number  of  shares  owned  by  him,  the 
amount  paid  upon  each  share  and  the  amount  still  due  thereon,  to  wit : 
(Here  state  fully.) 


ARTICLE  SEVENTEEN. 
FOREIGN  CORPORATIONS. 

FORM  739. 
Application  for  Doing  Business — Alabama. 

To  the  State  Auditor  of  Alabama  : 

The  Fisher  Automobile  Company,  a  corporation  organized  under 
the  laws  of  the  state  of  Indiana,  hereby  makes  application  to  the  state 
of  Alabama  for  the  transaction  of  business  therein,  and  files  the  fol- 
lowing statement  and  certificate  as  required  by  the  statutes  of  the 
state  of  Alabama,  to  wit : 

That  the  name  of  this  corporation  is  the  Fisher  Automobile  Com- 
pany ;  it  was  incorporated  under  the  laws  of  the  state  of  Indiana ;  its 
principal  place  of  business  is  the  city  of  Indianapolis,  Marion  county, 
state  of  Indiana ;  that  it  proposes  to  locate  its  office  and  principal  place 
of  business  in  Alabama  in  the  city  of  Mobile ;  that  the  name  of  its 
authorized  agent  thereat  is  Gaylord  Clarke,  whose  postoffice  address  is 
No.  200  Chestnut  street,  city  of  Mobile,  Alabama ;  that  the  amount  of 
the  total  authorized  capital  of  this  corporation  is  $100,000;  that  the 
amount  of  the  actual  paid-in  capital  is  $100,000;  that  the  actual 
amount  of  the  capital  which  is  to  be  employed  in  the  state  of  Alabama 
is  $25,000. 

This  statement  is  made  by  the  president  and  secretary  of  said  cor- 
poration on  the  authority  of  its  board  of  directors,  and  the  matters 
herein  set  out  are  true  and  correct.  (Signed)      A  B,  President. 

C  D,  Secretary. 

(Subscribed  and  sworn  to.) 

§  6640  et  seq. 

Form  740. 
Designating  Place  of  Business  and  Agent — Alabama. 

The  Cumberland  Mountain  Coal  Company,  a  corporation  organized 
under  the  laws  of  the  state  of  Tennessee,  and  having  its  office  and  its 
principal  place  of  business  at  Knoxville  in  the  said  state  of  Tennessee, 

536 


FOREIGN    CORPORATIONS.  537 

herewith  files  a  certified  copy  of  its  articles  of  incorporation  as  re- 
quired by  the  laws  of  the  state  of  Alabama,  and  hereby  designates  as  its 
known  place  of  business  in  the  said  city  of  Alabama,  No.  500  Maine 
street,  in  the  city  of  Montgomery,  county  of  Montgomery,  and  as  its 
authorized  agent  thereat,  hereby  names,  appoints,  and  designates  Fred 
S.  Ball,  on  whom  as  such  agent,  service  of  process  may  be  made  and 
all  legal  notice  served,  for  all  purposes  contemplated  by  the  laws  of 
the  said  state  of  Alabama. 

In  witness  whereof,  the  said  Cumberland  Mountain  Coal  Company 
has  caused  these  presents  to  be  signed  by  its  president  and  secretary, 
and  attested  by  its  corporate  seal,  at  its  office  in  the  said  city  of  Knox- 
ville,  Tennessee,  this  10th  day  of  January,  A.  D.  1910. 

John  Montgoner,  President. 

Abel  Scratch,  Secretary. 

§§   6652,  6653. 

FORM  741. 

Designating  Place  of  Business  and  Agent— Application  for  Doing 
Business — Alaska. 

The  Seattle  Supply  Company,  a  corporation  organized  under  the 
laws  of  the  state  of  Washington  hereby  makes  application  to  transact 
business  in  the  territory  of  Alaska,  and  for  such  purpose  makes  and 
executes  the  following  statement  and  certificate  in  duplicate,  duly  veri- 
fied by  the  oath  of  its  president  and  secretary  and  attested  by  a  ma- 
jority of  its  board  of  directors,  as  follows,  to  wit : 

1.  The  name  of  this  corporation  is  the  Seattle  Supply  Company. 

2.  Its  principal  office  and  place  of  business  is  at  No.  500  Hill  street, 
city  of  Seattle,  state  of  Washington. 

3.  Its  place  of  business  and  principal  office  within  the  territory  of 
Alaska  is  to  be  located  at  No.  25  Smoky  Row,  Nome,  Territory  of 

Al  flslvrl 

4.  The  amount  of  the  capital  stock  of  this  corporation  is  $50,000. 

5.  The  amount  of  its  capital  stock  actually  paid  in  in  cash  is  $50,- 

000. 

6.  The  assets  of  this  corporation  consist  of  a  general  stock  ot  mer- 
chandise and  mining  tools  and  appliances  (state  value  in  detail),  all 
of  the  actual  cash  value  of  $40,000. 

7.  The  total  liabilities  of  this  corporation  are  $5,000,  current  bills 
for  merchandise,  none  of  which  is  secured  by  mortgage  or  other  hen 
on  any  of  the  property  of  this  corporation. 

8  This  corporation  hereby  certifies  and  does  hereby  consent  to  be 
sued  in  the.  courts  of  the  district  of  the  said  territory  of  Alaska  upon 


538  CORPORATION   FORMS. 

any  or  all  cause  of  action  arising  against  it  in  such  district,  and  it 
hereby  further  consents  that  service  of  process  may  be  made  upon  one 
William  H.  Peckwood,  a  resident  of  said  district  and  whose  residence 
and  place  of  business  is  at  the  said  No.  25  Smoky  Row,  in  the  said  city 
of  Nome,  Territory  of  Alaska,  and  any  such  service,  when  so  made 
upon  such  agent,  the  said  William  H.  Peckwood,  shall  be  valid  service 
on  this  corporation.  Thomas  A.  Bullock,  President. 

Attest :  James  D.  Smith,  Secretary. 

C.  M.  Baxter, 

R.  B.  Casey, 

A.  W.  Devers, 

George  Fowler, 

A.  D.  Martin, 

C.  K.  Poe, 

Board  of  Directors. 

State  of  Washington,  County  of  King,  ss  : 

Before  me,  the  undersigned  notary  public,  personally  appeared 
Thomas  A.  Bullock  and  James  D.  Smith,  secretary,  and  each  being 
severally  duly  sworn  did  say  that  they  are  the  president  and  secretary 
respectively  of  the  Seattle  Supply  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the  state  of  Washington  ;  that  the  state- 
ment made  in  the  above  and  foregoing  application  and  certificates  are 
true  in  substance  and  in  fact  and  that  the  said  C.  M.  Baxter,  R.  B. 
Casey,  A.  W.  Devers,  George  Fowler,  A.  D.  Martin,  C.  K.  Poe,  are  the 
board  of  directors  of  such  company. 

Subscribed  and  sworn  to. 

(An  acknowledgment  of  all  persons  signing  certificates.) 

§§  6640  et  seq.,  6652,  6653,  6740. 


FORM  742. 

Consent  of  Agent — Alaska. 

Territory  of  Alaska,  City  of  Nome,  ss  : 

The  undersigned,  William  H.  Peckwood,  residing  at  No.  25  Smoky 
Row  in  the  said  city  of  Nome,  hereby  consents  to  act  as  agent  at  said 
city  of  Nome  in  the  said  Territory  of  Alaska  for  the  Seattle  Supply 
Company.  This  consent  to  continue  to  a  written  revocation  or  until 
some  other  person  consents  in  writing  to  act  as  such  agent. 

WiLliam  H.  Peckwood. 

§  6755. 


FOREIGN    CORPORATIONS.  539 

FORM  743. 

Appointment  of  Agent — Arizona. 

State  of  Indiana,  County  of  Marion,  ss  : 

The  Udell  Ladder  Company,  a  corporation  organized  and  existing 
under  and  by  virtue  of  the  laws  of  the  state  of  Indiana,  and  having 
its  principal  office  and  place  of  business  in  the  city  of  Indianapolis, 
in  said  county  and  state,  hereby  appoints  and  designates  Alexander 
Buck  as  its  agent  in  the  territory  of  Arizona,  as  required  by  the  laws 
of  the  said  territory  of  Arizona;  and  which  further  hereby  certifies 
and  states  that  its  principal  office  and  place  of  business  in  the  said 
territory  of  Arizona  is  to  be  at  No.  150  Sand  street,  in  the  city  of 
Phoenix,  in  the  said  territory  of  Arizona,  and  that  the  said  Alexander 
Buck  is  an  actual  and  bona  fide  resident  of  the  said  city  of  Phoenix, 
county  of  Mariposa,  territory  of  Arizona,  and  has  been  such  resident 
of  the  said  territory  and  county  for  more  than  three  years  last  past,  and 
is  now  and  has  been  during  all  of  such  time  a  bona  fide  resident  of 
said  city,  county  and  territory. 

And  the  said  corporation,  The  Udell  Ladder  Company,  hereby  con- 
sents and  agrees  that  process  may  be  served  upon  the  said  Alexander 
Buck,  its  said  agent,  and  in  any  action,  suit,  or  proceeding  that  may 
be  had  or  brought  against  this  said  corporation  in  any  of  the  courts 
of  the  said  territory  of  Arizona ;  and  such  service  of  process  so  served 
upon  said  agent  shall  have  the  same  force  and  effect  as  if  served  upon 
the  president  and  secretary  of  said  corporation. 

In  witness  whereof,  the  said  corporation  has  caused  this  notice  to 
be  given  this  12th  day  of  January,  A.  D.  1910. 

A.  A.  Barnes,  President. 
P.  M.  Madden,  Secretary. 

§§  6653,  6740,  6755,  6760-6761. 

FOEM  744. 

Application  for  Doing  Business — Arizona. 

To  the  Territorial  Auditor  of  the  Territory  of  Arizona : 

The  Udell  Ladder  Company,  a  corporation  organized  and  existing 
under  and  by  virtue  of  the  laws  of  the  state  of  Indiana,  does  hereby 
make  application  to  the  territorial  auditor  of  said  territory  and  to 
the  county  recorder  of  the  county  of  Mariposa,  territory  of  Arizona, 
for  doing  business  in  the  said  county  and  territory,  and  this  corpora- 
tion, by  its  president  and  secretary,  would  show  that  the  annexed  is 
a  certified  copy  of  its  articles  of  incorporation,  and  they  herewith  file 
the  said  certified  copy  of  its  articles  of  incorporation  and  the  ap- 
pointment of  an  agent,  in  duplicate,  one  with  the  said  territorial  au- 


510  CORPORATION    FORMS. 

ditor  and  the  other  with  the  said  county  recorder.     This  corporation 
also  files  herewith  the  proof  of  publication  showing  that  due  notice 
has  been  given  and  published  at  least  six  times  in  the  Phoenix  New, 
a  newspaper  published  in  the  said  county  of  Mariposa. 
Attest :  Udell  Ladder  Works, 

E.  M.  Madden,  Secretary.  By  A.  A.  Barnes,  President. 

(Subscribed  and  sworn  to.) 

§§  6640,  6652. 

FOEM  745. 

Application  to  do  Business  and  Designation  of  Office  and  Agent — 

Arkansas. 

The  undersigned,  the  Sun  Fire  Insurance  Company,  by  James  W. 
Alexander,  its  president,  and  Anthony  Drexel,  as  secretary,  hereby 
make  application  for  doing  business  in  the  state  of  Arkansas;  and 
hereby  represent  and  certify  that  the  said  Sun  Fire  Insurance  Com- 
pany is  a  corporation  organized  under  the  laws  of  the  state  of  Louisi- 
ana and  has  now  and  has  had  for  ten  years  last  past  its  principal 
office  and  place  of  business  at  No.  250  Gardage  street,  in  the  city  of 
New  Orleans,  in  the  state  of  Louisiana;  and  we  hereby  certify  that 
the  articles  of  incorporation  of  the  said  Sun  Fire  Insurance  Company, 
together  with  the  amendments  thereto  duly  authenticated,  and  cer- 
tified by  the  secretary  of  state  of  the  state  of  Louisiana,  is  hereby 
attached  to  and  made  a  part  of  this  application  and  marked  exhibit  A. 
(Attach  certified  copy  of  articles.) 

As  such  president  and  secretary  of  such  corporation,  we  further 
hereby  certify  and  show  that  the  said  Sun  Fire  Insurance  Company 
has  assets  now  of  the  actual  cash  value  of  $2,000,000,  and  that  it  has 
a  total  liability  at  this  time  of  $25,000,  and  that  the  amount  of  its 
capital  to  be  employed  in  the  said  state  of  Arkansas  is  $20,000,  and 
its  general  office  and  place  of  business  is  at  Hot  Springs,  Garland 
county,  in  said  state. 

We  further  hereby  certify  that  by  resolution  of  the  board  of  direc- 
tors of  said  corporation  duly  adopted  and  entered,  James  E.  Hogue, 
of  the  said  city  of  Hot  Springs,  was  and  is  hereby  appointed  as  agent, 
upon  whom  process  may  be  served,  and  that  the  place  of  business  of 
said  agent  is  at  No.  500  Spring  street,  in  said  city  of  Hot  Springs. 

Witness  our  hands  this  10th  day  of  February,  A.  D.  1910. 

James  Alexander, 
President  of  the  Sun  Fire  Insurance  Company. 

Anthony  Drexel, 
Secretary  of  the  Sun  Fire  Insurance  Company. 

(Subscribed  and  sworn  to.) 

§§  6640  et  seq.,  6653,  6760-6761. 


FOREIGN"    CORPORATIONS.  541 

FOEM  746. 
Application  for  Doing  Business — California. 

The  Denver  Eoad  Boiler  Company,  a  corporation  duly  organized 
and  existing  under  the  laws  of  the  state  of  Colorado,  hereby  makes 
application  to  the  secretary  of  state  of  the  state  of  California  for  per- 
mission to  transact  business  in  the  said  state  of  California,  and  files 
herewith  as  a  part  of  this  application  a  certified  copy  of  its  articles 
of  incorporation  under  the  laws  of  the  state  of  Colorado,  and  which 
said  articles  of  incorporation,  together  with  the  certificate  of  the  sec- 
retary of  state  of  the  state  of  Colorado,  are  as  follows:  (Here  set  out 
certified  copy  of  articles  of  incorporation.) 

Denver  Road  Roller  Company, 
Attest :  By  Walter  M.  Duff,  President. 

Henry  V.  Johnson,  Secretary. 

(Subscribed  and  sworn  to.) 

§§  6640  et  seq.,  6652. 

FORM  747. 
Designation  of  Place  of  Business  and  Agent — California. 

The  Denver  Road  Roller  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  state  of  Colorado,  having  this  day 
made  application  to  the  secretary  of  state  of  the  state  of  California 
for  the  privilege  of  transacting  and  carrying  on  business  in  said  state, 
would  hereby  further  show  and  certify  that  it  intends  to  carry  on  the 
business  of  manufacturing  and  selling  road  rollers  at  No.  2500 
Commerce  avenue,  in  the  city  of  San  Francisco,  state  of  California, 
and  that  it  has  constituted,  appointed  and  designated,  and  by  these 
presents  does  hereby  constitute,  appoint  and  designate,  in  accord- 
ance with  a  resolution  of  the  board  of  directors  of  said  corporation 
duly  adopted  and  entered  at  a  meeting  held  on  the  1st  day  of  January, 
A.  D.  1910,  John  M.  Burnett,  residing  in  said  city  of  San  Francisco, 
county  of  San  Francisco,  in  said  state  of  California,  upon  whom 
process  issued  by  authority  or  under  the  laws  of  said  state  may  be 
served,  and  the  said  Denver  Road  Roller  Company  hereby  consents 
that  any  service  of  process  upon  said  agent  for  any  cause  of  action 
arising  out  of  or  connected  with  the  transaction  of  the  said  business 
in  the  said  state  of  California  shall  be  deemed  to  be  and  shall  be  bind- 
ing upon  this  corporation. 

In  witness  whereof,  the  said  corporation  has  hereunto  affixed  its 
corporate  seal  and  caused  the  same  to  be  subscribed  by  its  president 
and  attested  by  its  secretary  this  8th  day  of  January,  A.  D.  1910. 

§§  6653,  6740,  6755,  6760,  6761. 


542  CORPORATION    FORMS. 

FOKM  748. 
Application  for  Doing  Business — Colorado. 

To  the  Secretary  of  State  of  the  State  of  Colorado : 

Samuel  C.  Cook,  president,  and  Ira  W.  Wood,  secretary,  of  the  New 
Jersey  Development  Company,  a  corporation  duly  organized  and  exist- 
ing under  and  by  virtue  of  the  laws  of  the  state  of  New  Jersey,  do 
hereby  make  application  to  the  secretary  of  state  of  the  state  of  Colo- 
rado for  the  purpose  of  obtaining  permission  for  said  corporation  to 
do  business  in  the  said  state  of  Colorado,  and  we  do  hereby  certify 
and  show  that  the  principal  place  where  the  business  of  this  corpora- 
tion is  to  be  carried  on  in  the  said  state  of  Colorado  is  the  county  of 
El  Paso;  and  we  would  further  show  that  we  have  selected  and  do 
hereby  designate,  constitute  and  appoint  John  F.  Malaney,  residing 
in  the  city  of  Colorado  Springs,  county  of  El  Paso,  in  the  said  state 
of  Colorado,  the  duly  authorized  agent  of  said  corporation,  upon 
whom  process  may  be  served,  in  accordance  with  the  statutes  of  the 
state  of  Colorado  in  such  case  made  and  approved. 

Given  under  our  hands  and  seal  of  said  corporation  at  its  office  in 
the  city  of  Trenton  and  state  of  New  Jersey  on  this  17th  day  of  Janu- 
ary, A.  D.  1910.  Samuel  C.  Cook,  President. 

(Seal.)  Ira  W.  Woods,  Secretary, 

(Subscribed  and  sworn  to.) 

§§  6653,  6740,  6755,  6760,  6761. 

FORM  749. 

Application  for  Doing  Business — Connecticut. 

To  the  Secretary  of  Sfate  of  the  State  of  Connecticut : 

The  Brass  Tack  Company  hereby  makes  application  for  doing 
business  in  the  state  of  Connecticut  and  in  the  county  of  Fairfield, 
and  would  show  that  it  is  a  corporation  organized  under  the  laws  of 
the  state  of  New  York,  with  its  principal  office  and  place  of  business 
at  the  city  of  Albany.  It  would  also  show  and  file  herewith  the 
following  as  a  full,  true  and  correct  copy  of  its  articles  of  incorpora- 
tion, duly  certified  by  the  secretary  of  the  state  of  New  York  (or 
otherwise  duly  authenticated)   (or  set  out  certified  copy  of  charter). 

This  corporation  would   further  show   and   certify   that   the   full 

amount  of  its  authorized  capital  stock  is  $50,000,  and  that  the  full 

amount  thereof  has  been  paid  in  cash.     (If  any  part  of  the  capital 

stock  was  paid  in  property  it  must  be  so  shown  and  stated  fully.) 

This  corporation  would  further  show  that  it  desires  to  do  business 


FOREIGX    CQRFOKATIOKS.  543 

in  the  state  of  Connecticut,  at  the  city  of  Bridgeport,  county  of  Fair- 
field, in  said  state.      (This  statement  and  certificate  must  be  signed 
and  sworn  to  by  the  president,  treasurer  and  a  majority  of  the  board 
of  directors.) 
§§  6640,  6652. 

FORM  750. 
Appointment  of  Agent — Connecticut. 

The  Brass  Tack  Company,  a  corporation  duly  organized  under  the 
laws  of  the  state  of  New  York,  and  located  and  doing  business  at  the 
city  of  Albany,  in  said  state  of  New  York,  desiring  to  carry  on  busi- 
ness in  the  state  of  Connecticut,  does  hereby,  and  by  these  presents 
make,  ordain,  constitute,  designate  and  appoint  the  secretary  of  state 
of  the  state  of  Connecticut,  and  his  successor  in  office,  its  agent  and 
true  and  lawful  attorney  on  whom  all  lawful  process  in  all  actions  or 
proceedings  against  this  corporation  in  the  state  of  Connecticut,  in- 
cluding all  process  of  foreign  attachment,  must  be  served.  This  cor- 
poration hereby  consents  and  agrees  that  any  lawful  process  against 
it  which  is  served  on  said  agent  and  attorney  shall  be  of  the  same 
legal  force  and  validity  as  if  served  on  this  corporation,  and  this  ap- 
pointment shall  continue  in  force  as  long  as  any  liability  remains  out- 
standing against  this  corporation  in  said  state. 

(Signed  and  Acknowledged.) 

§§  6653,  6740,  6755,  6760,  6761. 

FORM  751. 
Application  for  Doing  Business — Delaware. 

To  the  Secretary  of  State  of  the  State  of  Delaware: 

The  undersigned  Steel  Rail  Company,  a  corporation  organized  un- 
der the  laws  of  the  state  of  Pennsylvania,  with  its  principal  office  and 
place  of  business  at  the  city  of  Pittsburg,  in  said  state,  hereby  makes 
application  to  the  secretary  of  state  of  the  state  of  Delaware  to  do 
business  in  said  state  of  Delaware ;  and  it  presents  herewith  and  here- 
with files  in  the  office  of  the  secretary  of  state  of  the  said  state  of  Dela- 
ware the  certified  copy  of  its  articles  of  incorporation. 

It  would  further  show  that  it  has  selected,  and  that  it  does  hereby 
select,  appoint  and  designate  as  its  authorized  agent  of  the  state  of 
Delaware,  upon  whom  service  of  process  may  be  had,  George  M.  Da- 
vis, of  the  city  of  Wilmington,  in  the  county  of  Newcastle,  in  the 
said  state  of  Delaware. 

It  would  further  represent  and  show  by  the  oath  and  affidavit  of  its 


544  CORPORATION    FORMS. 

president  that  the  property  and  assets  of  said  corporation  are  of  the 
full  cash  value  of  $1,000,000  and  that  the  total  liabilities  of  the  said 
company  are  $100,000,  which  consists  of  bonds,  secured  by  mortgage 
on  the  real  estate  and  plant  of  said  corporation. 

(Signed  and  Sworn  to  by  the  President  and  Secretary.) 
§§  6640  et  seq.,  6652. 

FORM  752. 
District  of  Columbia. 

The  laws  of  the  District  of  Columbia  do  not  impose  upon  foreign 
corporations  any  condition  for  doing  business  different  from  that  of 
domestic  corporations. 

FORM  753. 

Application  for  Doing  Business — Florida. 

To  the  Secretary  of  State  of  the  State  of  Florida : 

The  Gritts  Breakfast  Food  Company  would  show  that  it  is  a  cor- 
poration duly  organized  and  existing  under  the  laws  of  the  state  of 
Georgia  that  it  hereby  makes  application  to  the  secretary  of  state 
to  transact  business  in  the  state  of  Florida.  It  files  herewith  in  the 
office  of  the  said  secretary  of  state  a  duly  authenticated  copy  of  its 
articles  of  incorporation  and  respectfully  asked  that  it  be  given  a  per- 
mit to  transact  business  in  the  said  state  of  Florida. 

This  corporation  hereby  selects  and  designates  the  secretary  of 
state  of  the  said  state  of  Florida,  and  his  successor  in  office,  as  its  agent, 
and  it  hereby  consents  that  service  of  process  may  be  served  upon  the 
said  secretary  of  state  in  any  and  all  actions  arising  against  it  out  of 
or  connected  with  the  transaction  of  this  business  in  the  said  state  of 
Florida,  and  it  hereby  consents  and  agrees  that  such  service  shall  be 
binding  upon  it.  (Subscribed  and  sworn  to.) 

§§  6640   et  seq.,   6652,   6653,   6740,     6760,  6761. 

FORM  754. 

Application  for  Transacting  Business — Georgia. 

The  state  of  Georgia  has  no  statutory  provision  imposing  conditions 
upon  foreign  corporations  for  doing  business  in  that  state.  But  no 
foreign  corporation  can  exercise  any  corporate  powers  or  privileges 
which  are  denied  by  the  constitutional  laws  of  that  state  to  domestic 
corporations ;  and  neither  can  they  exercise  any  powers  which  are  con- 
trary to  the  public  policy  of  the  state. 


FOREIGN    CORPORATIONS.  545 

Foreign  corporations  are  not  permitted  to  own  more  than  five  thou- 
sand acres  of  land  in  the  state  of  Georgia,  unless  it  is  necessary  to 
take  land  in  excess  of  said  amount  in  order  to  prevent  loss  in  case  of 
loans  on  real  estate  security. 

§  6640  et  seq. 

FORM  755. 

Application  for  Doing  Business — Hawaii. 

To  the  Treasurer  of  the  Territory  of  Hawaii : 

The  Los  Angeles  Flying  Machine  Company  hereby  makes  applica- 
tion to  the  treasurer  of  the  territory  of  Hawaii  for  permission  to 
transact  business  within  the  said  territory.  It  would  show  that  it  is 
a  corporation  organized  and  existing  ander  and  pursuant  to  the  laws 
of  California,  United  States  of  America,  and  has  its  principal  place 
of  business  at  the  city  of  Los  Angeles,  county  of  Los  Angeles,  in  the 
said  state  of  California. 

It  also  presents  herewith  and  files  in  the  office  of  the  treasurer  of 
the  said  territory  of  Hawaii  a  certified  copy  of  its  articles  of  incor- 
poration which  are  attached  thereto  and  made  a  part  of  this  applica- 
tion. 

It  would  further  represent  and  show  that  the  name  of  its  officers 
are  as  follows,  to  wit :  President,  Wilbur  Bassett ;  treasurer,  Hugh  G. 
Crawford ;  secretary,  Joel  H.  Morman,  and  that  the  following  are  the 
names  of  its  directors:  Alfred  Allen,  Hugh  G.  Crawford,  Walter  J. 
Morgan,  Edgar  Leavitt  and  Lucien  Shaw. 

It  hereby  appoints,  selects  and  designates  J.  M.  Poepoe  as  its  resi- 
dent agent  in  the  city  of  Honolulu,  in  the  said  territory  of  Hawaii, 
as  its  agent,  upon  whom  legal  notices  and  processes  from  the  courts 
of  the  territory  of  Hawaii  may  be  served ;  and  it  hereby  consents  and 
agrees  that  the  service  of  legal  notices  and  processes  from  the  courts 
of  said  territory  served  upon  J.  M.  Poepoe  shall  be  binding  on  this 
corporation. 

It  further  represents  herewith  and  files  in  the  office  of  the  treasurer 
a  duly  certified  and  authenticated  copy  of  its  by-laws. 

(Subscribed  and  sworn  to.) 

§§  6640   et   seq.,   6652,  6653,   6740,  6755,  6760,  6761. 

FORM  756. 

Application  for  Doing  Business — Idaho. 

The  Hot  Air  Stove  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  Indiana,  hereby  makes  application  to 
35— Thomp.  Corp.  VII. 


546  CORPORATION    FORMS. 

the  secretary  of  state  of  Idaho  to  obtain  permission  for  doing  business 
in  the  said  state  of  Idaho. 

And  it  files  herewith  and  as  a  part  of  this  application  a  duly  certi- 
fied and  authenticated  copy  of  its  articles  of  incorporation,  duly  cer- 
tified by  the  secretary  of  the  said  state  of  Indiana. 

It  would  also  show  that  it  has  filed  a  duly  authenticated  copy  of 
its  articles  of  incorporation  with  the  recorder  of  Bannock  county,  in 
said  state  of  Idaho,  in  which  said  county  the  said  corporation,  The 
Hot  Air  Stove  Company,  purposes  to  do  and  transact  business. 

And  the  said  Hot  Air  Stove  Company  does  hereby  select,  appoint 
and  designate  Daniel  W.  Stanrod,  residing  at  the  city  of  Pocatello, 
in  the  said  county  of  Bannock,  state  of  Idaho,  as  the  authorized  agent 
of  said  corporation  in  said  state,  upon  whom  process  issued  by  au- 
thority of,  or  under  any  law  of  the  said  state  of  Idaho  may  be  certi- 
fied as  provided  by  the  constitution  and  laws  of  the  said  state  of  Idaho. 

It  would  also  show  that  it  has  filed  in  the  office  of  the  clerk  of  the 
district  court  for  the  said  county  of  Bannock  a  copy  of  this^  designa- 
tion of  the  said  Daniel  W.  Stanrod  as  its  agent  residing  at  the  said 
city  of  Pocatello  on  whom  service  of  process  may  be  certified. 

And  the  said  Hot  Air  Stove  Company,  for  the  purpose  of  conform- 
ing in  all  respects  to  the  constitution  and  laws  of  the  said  state  of 
Idaho,  and  to  avail  itself  of  the  rights,  privileges  and  immunities 
guarantied  by  the  constitution  and  laws  of  the  said  state  of  Idaho, 
does  hereby  accept  the  provisions  of  such  constitution  of  the  said  state 
for  all  the  intents  and  purposes  contemplated  by  such  provisions  re- 
lating to  such  acceptance  for  other  than  municipal  corporations. 

In  witness  whereof,  the  said  Hot  Air  Stove  Company  has  caused 
this  application,  certificate  and  acceptance  to  be  executed  and  acknowl- 
edged and  delivered  in  its  name,  on  its  behalf,  by  its  president,  and 
to  be  attested  by  its  secretary,  and  has  caused  its  corporate  seal  to  be 
hereunto  affixed  at  the  city  of  Indianapolis,  in  the  county  of  Marion 
and  state  of  Indiana,  this  February  10,  A.  D.  1910. 

(Signed  and  acknowledged.) 

§§  6630,   6640   et  seq.,   6652,  6653,  6740,  6755,  6760,  6761. 

FORM  757. 

Application  for  Doing  Business — Illinois. 

The  undersigned,  The  Cincinnati  Wrecking  Company,  a  corporation 
organized  on  the  10th  day  of  January,  1901,  under  the  laws  of  the 
state  of  Ohio,  and  desiring  to  do  business  within  the  state  of  Illinois 
hereby,  by  its  president  and  secretary,  makes  application  to  the  sec- 


FOREIGN    CORPORATIONS.  547 

retary  of  state  of  the  state  of  Illinois  for  the  privilege  of  transacting 
business  in  said  state,  and  hereby  represents  and  shows  that  it  desires 
to  propose  to  engage  in  the  business  of  wrecking,  destroying,  tearing 
down  and  removing  buildings  of  all  kinds  and  buying  and  selling  all 
kinds  of  building  material,  new  and  second-hand,  as  authorized  by 

its  charter. 

In  support  of  this  application  it  would  show  that  the  amount  ot 
its  capital  stock  is  $60,000,  all  of  which  said  sum  has  been  paid  in 
cash  and  the  proportion  of  the  capital  stock  of  this  corporation  which 
is  represented  by  the  property  located  and  business  transacted  in  the 
state  of  Illinois  is  one-third,  and  the  property  employed  and  used  in 
the  business  in  the  said  state  of  Illinois  consists  of  portable  engines, 
derricks,  towers,  pulleys,  cables,  vehicles  of  all  kinds,  horses  and  all 
kinds  of  wrecking  tools,  material,  implements  and  appliances,  and 
all  of  the  cash  value  of  $10,000. 

It  would  further  show  that  it  is  now  transacting,  and  intends  to 
transact  business  in  the  following  states,  to  wit:  Ohio,  Kentucky,  In- 
diana, Illinois  and  Missouri. 

The  names  and  addresses  of  the  officers  and  directors  of  this  cor- 
poration are  as  follows: 

Henry  B.  Drake,  president,  500  Walnut  street,  Cincinnati,  Ohio. 

A  B  Long,  secretary,  300  Walnut  Hill  Place,  Cincinnati,  Ohio. 

Arthur  Thurston,  treasurer,  2002  Elm  street,  Cincinnati,  Ohio. 

John  D.  Dewitt,  director,  705  Central  avenue,  Cincinnati,  Ohio. 

Amos  P.  Foster,  director,  700  Ninth  street,  Cincinnati,  Ohio. 

Lewis  J.    Coll,  director,   1001    High   street,    Cincinnati,    Ohio. 

This  corporation  would  show  that  the  names  and  residences  of  all 
of  its  stockholders,  as  shown  by  its  record,  are  as  follows,  to  wit: 
Names.  Residences. 


It  further  shows  that  its  principal  office  is  at  No.  200  State  street, 
city  of  Chicago,  in  the  said  state  of  Illinois.  It  also  further  shows 
that  it  has  selected,  appointed  and  designated,  and  does  hereby  select, 
appoint  and  designate  Fred  E.  Mackentepe  as  its  agent  and  attorney 
in  fact,  whose  place  of  business  is  at  No.  200  State  street,  city  of  Chi- 
cago, upon  whom  service  may  be  had  in  all  suits  commenced  m  said 
state  of  Illinois,  and  it  hereby  consents  and  agrees  that  service  upon 
such  agent  and  attorney  shall  be  binding  upon  it. 

It  would  also  show  it  files  herewith  as  a  part  of  its  application  a 
duly  certified  and  authenticated  copy  of  its  articles  of  incorporation 
certified  by  the  secretary  of  state  of  Ohio,  and  proved  by  the  secre- 


548  CORPORATION    FORMS. 

tary  of  this  corporation,  and  the  same  is  made  a  part  of  this  applica- 
tion and  marked  exhibit  "A." 

H.  B.  Drake,  President. 
A.  B.  Long,  Secretary. 
(Signed  and  sworn  to.) 
§§  6640  et  seq.,  6653.  6740. 

FORM  758. 

Affidavit  of  Local  Agent — Illinois. 

State  of  Illinois,  County  of  Cook,  ss  : 

Fred  E.  Mackentepe,  being  duly  sworn  on  his  oath,  says  that  he  is 
of  lawful  age  and  that  he  makes  this  affidavit  for  the  purpose  of  com- 
plying with  the  act  of  the  state  of  Illinois  to  amend  an  act  entitled, 
"An  act  to  require  every  corporation  doing  business  in  the  said  state 
to  have  a  public  office  or  a  place  in  this  state  at  which  to  transact  its 
business,  subjecting  it  to  a  certain  condition  and  requiring  it  to  file 
its  articles  of  incorporation  with  the  secretary  of  state  and  to  pay  cer- 
tain taxes  and  fees  thereon.  Approved  May  26,  1897,  and  in  force 
July  1,  1897."  Approved  April  22,  1899,  enforced  July  1,  1899. 
and  this  affiant  further  says  that  he  is  of  lawful  age  and  that  he  is  a 
resident  agent  and  attorney  in  fact  of  the  Cincinnati  Wrecking  Com- 
pany, a  corporation  duly  organized  under  the  laws  of  the  state  of 
Ohio,  on  the  10th  day  of  January,  1901,  for  a  term  of  five  years;  that 
the  amount  of  the  capital  stock  of  said  corporation  is  $60,000,  and 
the  proportion  of  capital  stock  of  said  corporation  which  is  represented 
by  the  property  located  and  business  transacted  in  the  city  of  Chicago, 
state  of  Illinois,  is  one-third,  and  the  amount  of  the  capital  stock  so 
represented  in  the  state  of  Illinois  is  $20,000,  that  Fred  E.  Mackentepe 
represents  said  corporation  in  the  state  of  Illinois,  and  that  his  ad- 
dress is  No.  200  State  street,  and  that  the  public  office  of  said  corpo- 
ration and  the  place  for  the  transacting  of  its  business  in  the  said 
state  of  Illinois  is  at  No.  200  State  street,  in  the  city  of  Chicago, 
Illinois.  (Subscribed  and  sworn  to.) 

§§  6740,  6755. 

FORM  759. 

Application  for  Doing  Business — Indiana. 

To  the  Secretary  of  State  of  the  State  of  Indiana : 

The  Chicago  Wrecking  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  Illinois,  hereby  makes  application 
to  the  secretary  of  state  of  the  state  of  Indiana,  for  permission  for 


FOREIGN    CORPORATIONS.  549 

the  purpose  of  transacting  business  and  exercising  its  corporate  powers 
in  the  said  state  of  Indiana.  And  to  obtain  such  permission,  it  pre- 
sents herewith  and  files  with  the  said  secretary  of  state  a  duly  certi- 
fied authenticated  copy  of  these  articles  of  incorporation,  duly  certified 
by  the  secretary  of  state  of  the  state  of  Illinois,  the  officer  who  issued 
the  original  articles  of  incorporation,  and  who  is  the  custodian  of  said 
original  articles. 

It  also  files  herewith  a  statement  duly  verified,  signed  and  sworn  to 
by  the  president  and  secretary,  as  required  by  the  statute  of  the  state 
of  Indiana,  approved  March  9,  1907,  and  in  force  April  10,  1907, 
and  in  form  as  required  by  the  secretary  of  state  of  the  state  of 
Indiana. 

In  consideration  that  this  corporation  shall  be  permitted  to  transact 
and  carry  on  its  business  and  exercise  its  corporate  powers  in  the  said 
state  of  Indiana,  it  hereby  consents,  agrees  and  stipulates,  that  it  will 
not  transfer  or  cause  to  be  transferred  from  any  court  of  the  state  of 
Indiana  to  any  court  of  the  United  States,  save  by  regular  courts  of 
appeal,  after  trial  in  the  said  state  courts,  any  action  commenced  by 
or  against  it  in  any  court  of  the  said  state  of  Indiana,  by  or  against 
any  citizen  or  resident  thereof;  and  in  further  consideration  of  the 
premises  it  hereby  agrees  and  stipulates  that  it  will  not  commence  in 
any  court  of  the  United  States,  in  the  said  state  of  Indiana,  on  any 
contract  made  in  the  said  state  of  liability  accrued  therein,  in  suit  or 
action  against  any  citizen  or  resident  of  the  state  of  Indiana. 

And  this  corporation  further  consents,  agrees  and  stipulates  that 
in  case  it  is  licensed  and  authorized  to  transact  its  business  and  exer- 
cise its  corporate  powers  in  the  said  state  of  Indiana,  and  shall  there- 
after transfer  or  cause  to  be  transferred  from  any  court  of  the  said 
state  of  Indiana  to  any  court  of  the  United  States,  save  by  regular 
course  of  appeal  after  trial  in  the  said  courts,  any  action  commenced 
by  or  against  it  in  any  court  of  the  said  state  by  or  against  any  citi- 
zen or  resident  thereof;  or  if  it  shall  commence  in  any  court  of  the 
United,  States  in  the  said  state,  on  any  contract  made  in  the  said 
state  of  Indiana,  or  liability  accrued  therein  in  suit  or  action  against 
any  citizen  or  resident  of  the  said  state  of  Indiana,  it  shall  thereby  or 
thereupon  forfeit  all  right  and  authority  to  do  or  transact  business  in 
the  said  state  or  to  hold  real  property  or  liens  thereon. 

Wherefore,  this  corporation  asks  that  a  license  may  be  issued  per- 
mitting and  authorizing  it  to  transact  its  business  and  exercise  its 
corporate  powers  in  the  said  state  of  Indiana. 

In  witness  whereof,  the  said  corporation  has  caused  its  name  to  be 


550  CORPORATE        FORMS. 

signed  hereto,  by  its  president,  attested  by  its  secretary,  with  its  cor- 
porate seal  affixed  hereto,  this  10th  day  of  January,  A.  D.  1910. 

(Seal.)  The  Chicago  Wrecking  Company, 

Attest :  By  Joshua  R.  Potts,  President. 

John  T.  Murray,  Secretary. 

§§  6640  et  seq.,  6652. 

FORM  760. 
Application  for  Doing"  Business — Indiana. 

State  of  Indiana,  County  of  Marion,  ss  : 

Joshua  R.  Potts,  president,  and  John  T.  Murray,  secretary,  each  of 
lawful  age,  being  duly  sworn,  upon  their  oaths,  state  that  they  make 
this  application,  affidavit  and  statement  for  the  purpose  of  complying 
with  an  act  entitled  "An  act  to  regulate  the  admission  of  foreign  cor- 
porations for  profit,  to  do  business  in  the  state  of  Indiana."  Approved 
March  9,  1907,  in  force  April  10,  1907. 

That  they  are  respectively  president  and  secretary  of  the  Chicago 
Wrecking  Company,  a  corporation  duly  incorporated  under  the  laws 
of  the  state  of  Illinois  on  the  10th  day  of  May,  1902,  for  a  term  of 
fifty  years. 

That  the  business  said  corporation  proposes  to  pursue  under  its 
charter  in  the  state  of  Indiana  is  as  follows:  Wrecking,  destroying, 
tearing  down  and  removing  buildings  of  all  kinds,  and  buying  and 
selling  all  kinds  of  building  materials,  new  and  second-hand,  as  au- 
thorized by  its  charter. 

That  the  amount  of  capital  stock  of  said  corporation  is  $40,000, 
and  the  proportion  of  the  capital  stock  of  said  corporation  which  is 
represented  by  the  property  located  and  business  transacted  in  the 
state  of  Indiana  is  one  fourth ;  and  the  amount  of  the  said  capital  stock 
so  represented  in  the  state  of  Indiana  is  $10,000. 

That  said  corporation  is  transacting,  or  intends  to  transact,  busi- 
ness in  the  following  states  or  countries :  Illinois,  Wisconsin,  Michi- 
gan, Indiana,  Ohio,  Missouri  and  Iowa. 

That  the  amount  paid  in  upon  its  capital  stock  is  as  follows: 
$40,000. 

That  the  property  and  assets  and  the  estimated  value  thereof  that 
will  be  employed  in  the  business  of  said  corporation  in  the  state  of 
Indiana  is  as  follows:  Portable  engines,  towers,  derricks,  pulleys, 
cables,  horses  and  vehicles  of  all  kinds,  and  all  kinds  of  wrecking 
tools,  materials,  implements  and  appliances,  and  all  of  the  cash  value  of 
$10,000. 

That  the  officers  and  directors  of  said  corporation  are  as  follows : 


FOREIGN    CORPORATIONS.  551 

Name.  Office.  Residence. 

Joshua  R.  Potts,  president,  70  State  at.,  Chicago,  Cook  Co.,  111. 

John  T.  Murray,  secretary,  33  Front  st.,  Chicago,  Cook  Co.,  111. 

James  T.  Jerrell,  director,  5  Monroe  st.,  Chicago,  Cook  Co.,  111. 

Thomas  R.  Hyde,  director,  60  Washington  st.,  Chicago,  Cook  Co.,  111. 

Henry  R.  Piatt,  director,  25  Dearborn  st.,  Chicago,  Cook  Co.,  111. 

That  the  principal  office  in  Indiana  is  at  No.  225  East  Market 
street  in  the  city  of  Indianapolis,  Ind.  That  the  name  of  the  agent 
or  attorney  in  fact  upon  whom  service  can  be  had  in  all  suits  com- 
menced in  the  state  is  Thomas  J.  Price,  and  his  address  is  No.  225 
East  Market  street,  in  the  city  of  Indianapolis,  Ind. 

Joshua  R.  Potts,  President. 
John  T.  Murray,  Secretary. 

State  of  Illinois,  County  of  Cook,  ss  : 

On  this  10th  day  of  January,  A.  D.  1910,  personally  appeared  be- 
fore me,  a  notary  public  in  and  for  said  county,  in  said  state,  Joshua 
R.  Potts  and  John  T.  Murray,  who  are  respectively  president  and  sec- 
retary of  the  above-described  corporation,  and  made  oath  that  the 
foregoing  statement  by  them  subscribed  is  true  in  substance  and  in 
fact.  David  L.  Zook,  Notary  Public. 

(Seal.) 

FORM  761. 

Annual  Report — Indiana. 

The  Chicago  Wrecking  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  Illinois,  and  now  doing  business  in 
the  state  of  Indiana,  hereby  makes  and  submits  its  annual  report  to 
the  secretary  of  state,  as  follows : 

1.  The  name  of  this  corporation  is  the  Chicago  Wrecking  Company. 

2.  Its  total  capital  stock  is  $40,000. 

3.  The  proportion  of  its  business  in  the  state  of  Indiana  is  sup- 
posed to  be  one-fourth. 

4.  The  value  of  its  property  and  assets  in  the  said  state  of  Indiana 
and  the  proportion  thereof  as  compared  with  its  total  property  and 
assets  is  one-fourth. 

5.  The  character  of  the  business  being  transacted  in  the  said  state 
of  Indiana  is  that  of  wrecking,  destroying,  tearing  down  and  remov- 
ing houses,  buildings  and  structures  of  all  kinds,  taking  out,  remov- 
ing and  transferring  and  replacing  boilers,  engines,  machinery,  fur- 
naces, safes,  fixtures  of  all  kinds,  and  buying  and  selling  all  kinds  of 
building  materials,  engines,  boilers,  furnaces,  safes,  and  all  kinds  of 
fixtures,  both  new  and  second-hand. 


552  CORPORATION    FORMS. 

6.  The  location  of  the  principal  office  and  place  of  business  of  this 
corporation  in  the  said  state  of  Indiana  is  at  No.  225  East  Market 
street,  in  the  city  of  Indianapolis,  in  said  state. 

7.  The  name  of  its  resident  agent  and  attorney  in  fact,  residing 
in  and  managing  and  conducting  its  business  in  the  said  state  of  In- 
diana, is  Thomas  J.  Price,  and  his  address  is  the  said  No.  225  East 
Market  street,  in  the  said  city  of  Indianapolis. 

8.  The  names  and  addresses  of  the  president  and  secretary  and 
directors  of  this  corporation  are  as  follows : 

Name.  Office.  Eesidence. 

Joshua  E.  Potts,  president,  70  State  st.,  Chicago,  Cook  Co.,  111. 

John  T.  Murray,  secretary,  33  Front  st.,  Chicago,  Cook  Co.,  111. 

James  T.  Jerrell,  director,  5  Monroe  st.,  Chicago,  Cook  Co.,  111. 

Thomas  B.  Hyde,  director,  60  Washington  st.,  Chicago,  Cook  Co.,  111. 

Henry  E.  Piatt,  director,  25  Dearborn  st.,  Chicago,  Cook  Co.,  111. 

In  witness  whereof,  the  said  corporation  has  caused  its  name  to  be 
affixed  hereto,  by  its  president,  attested  by  its  secretary,  with  its  cor- 
porate seal  affixed  this  15th  day  of  January,  1910. 

§  6652. 

FOEM  762. 
Application  for  Doing  Business — Iowa. 

To  the  Secretary  of  State  of  the  State  of  Iowa  : 

The  Buckeye  Wire  Fence  Company,  a  corporation  organized  under 
the  laws  of  the  state  of  Ohio  on  the  10th  day  of  September,  1899, 
hereby  makes  application  to  transact  business  in  the  state  of  Iowa 
and  hereby  presents  and  files  with  the  secretary  of  state  of  the  state 
of  Iowa  a  duly  verified  copy  of  its  articles  of  incorporation,  and  would 
further  show  and  certify  that  on  the  12th  day  of  January,  A.  D.  1010, 
the  board  of  directors  of  this  corporation  duly  enacted  and  adopted 
the  following  preamble  and  resolutions: 

Whereas,  It  is  deemed  advisable  that  this  corporation  shall  estab- 
lish an  office  in  the  city  of  Des  Moines,  state  of  Iowa,  employ  a  part 
of  its  capital  in  doing  business  in  the  state  of  Iowa,  and  appoint  a 
competent  agent  and  person  residing  at  the  said  city  of  Des  Moines,  in 
the  said  state  of  Iowa,  as  its  agent,  for  the  transaction  of  its  business 
in  the  said  state; 

Therefore,  be  it  resolved,  That  the  certified  copy  of  the  articles  of 
incorporation  of  this  corporation  be  prepared  and  filed  with  the  sec- 
retary of  state  of  the  state  of  Iowa,  with  a  request  that  a  certificate  be 
issued  permitting  this  corporation  to  transact  business  in  the  said 
state  of  Iowa ;  and 


FOREIGN    CORPORATIONS.  553 

Be  it  further  resolved,  That  service  of  process  is  hereby  authorized 
to  be  made  upon  any  of  the  officers  or  agents  transacting  the  business 
of  this  corporation  acting  for  or  engaged  in  the  transaction  of  its 
business  in  the  said  state;  and 

Be  it  further  resolved,  That  the  application  for  such  permit  shall 
contain  a  stipulation  that  the  said  permit  shall  be  subject  to  all  the 
provisions  of  the  statute  of  the  said  state  of  Iowa  made  and  pro- 
vided ;  and 

Be  it  further  resolved,  That  the  secretary  of  this  corporation  be  and 
hereby  is  authorized  and  instructed  to  do  any  and  all  things  neces- 
sary to  carry  out  the  provisions  of  this  resolution,  and  to  secure  the 
permit  for  this  corporation  to  transact  business  in  the  said  state  of 
Iowa.  William  F.  Halliday,  President. 

John  Smith,  Secretary. 

§§  6640  et  seq.,  6653,  6740. 

FORM  763. 
Application  for  Doing  Business — Kansas. 

To  the  Charter  Board  of  the  State  of  Kansas : 

The  Home  Brewing  Company,  a  corporation  organized  under  the 
laws  of  the  state  of  Indiana,  hereby  makes  application  to  your  honor- 
able body  for  permission  to  engage  in  business  in  the  state  of  Kansas, 
and  it  would  respectfully  show  that  it  files  herewith  and  presents 
herewith  for  filing  a  certified  copy  of  its  articles  of  incorporation.  It 
would  show  that  the  place  where  its  principal  office  and  place  of  busi- 
ness is  located  is  the  city  of  Lawrence,  in  the  county  of  Douglass,  in 
said  state ;  that  the  nature  and  character  of  the  business  in  which  such 
corporation  is  to  engage  in  the  said  state  of  Kansas  is  to  fur- 
nish the  citizens,  residents  and  inhabitants  of  the  said  city  of  Law- 
rence generally  and  of  the  county  of  Douglass  and  of  the  said  state 
with  mild  and  harmless  drinks,  such  as:  (Here  insert.) 

That  the  names  and  addresses  of  the  officers  and  directors  of  the 
said  Home  Brewing  Company  are  as  follows,  to  wit : 

Rudolph  Schaeffer,  president,  704  Prospect  st,  Indianapolis,  Ind. 

Adolph  Schmidt,  secretary,  400  South  Eastern  ave,  Indianapolis, 
Ind. 

Peter  Leiber,  treasurer,  700  South  State  st.,  Indianapolis,  Ind. 

Abram  Majoserskwi,  director,  345  Capitol  ave.,  Indianapolis,  Ind. 

Mike  Geiger,  director,  1213  South  Illinois  st.,  Indianapolis,  Ind. 

Henreich  Teinstein,  director,  901  West  Thirty-first  st.,  Indianapo- 
lis, Ind. 

John  Wagnitz,  director,  1521  North  Pennsylvania  st.,  Indianapolis, 
Ind. 

This  corporation  would  show  that  it  is  solvent  and  is  now  and  has 


554  CORPORATION    FORMS. 

been  for  ten  years  last  past  engaged  in  the  conducting  of  its  business 
at  the  said  city  of  Indianapolis,  and  that  its  total  assets  and  resources 
are  as  follows : 

Real  estate $50,000.00 

Personal   property 20,000.00 

Merchandise    10,000.00 

Bills   receivable 5,000.00 

Cash  on  hand 5,000.00 

Accounts  receivable 2,500.00 

Due  from  bank 2,500.00 

Bonds  and  mortgage 5,000.00 

Total   $100,000.00 

It  would  further  show  that  its  total  liabilities  are  as  follow? : 

Bills  payable $5,000.00 

Accounts  payable 2,500.00 

Bonded  indebtedness  secured  by  mortgage 10,000.00 

Total   $17,500.00 

It  would  further  show  that  the  amount  of  the  capital  stock  of  such 
corporation  is  $100,000,  to  be  divided  in  1,000  shares  of  $10  each. 

This  corporation  would  further  show  that  application  is  made  in 
good  faith,  with  the  honest  intention  that  said  corporation  shall  ac- 
tually engage  in  the  business  above  specified  and  none  other. 

Home  Brewing  Company, 
By  Rudolph  Schaeffer,  President. 

State  of  Indiana,  County  of  Marion,  ss  : 

I,  Eudolph  Schaeffer,  president,  and  Adolph  Schmidt,  secretary,  of 
the  above-named  corporation,  do  solemnly  swear  that  the  above  is  a 
full  and  complete  statement  of  the  resources  and  liabilities  of  said 
corporation,  as  shown  by  the  books  of  the  same,  and  that  all  matters 
and  statements  contained  in  the  above  and  foregoing  application  are 
true  in  every  particular,  to  the  best  of  my  knowledge  and  belief,  so 
help  me  God.  Eudolph  Schaeffer,  President. 

Adolph  Schmidt,  Secretary. 

(Subscribed  and  sworn  to.) 

§§  6640  et  seq.,  6652. 

FORM  764. 
Application  to  do  Business  in  Kansas. 

To  the  Charter  Board  of  Kansas : 

We,  the  undersigned,  The Company,  a  corporation  organized 

under  the  laws  of  the  state  of  Indiana  hereby  make  application  to  your 


FOREIGN   CORPORATIONS.  555 

honorable  body  for  permission  to  engage  in  business  in  the  state  of 
Kansas,  and  for  that  purpose  submit  the  following  statement,  to  wit : 

1.  A  certified  copy  of  the  articles  of  incorporation  is  filed  herewith 
and  marked  exhibit  A. 

2.  The  principal  office  and  place  of  business  of  this  corporation  is 
at  the  city  of  Indianapolis,  county  of  Marion,  state  of  Indiana. 

3.  The  full  nature  and  character  of  the  business  in  which  said  cor- 
poration proposes  to  engage  within  the  state  of  Kansas  is  (here  state 
business). 

4.  The  names  and  addresses  of  the  officers  and  directors  of  this  cor- 
poration are  as  follows:     (Here  state.) 

5.  The  resources  of  this  corporation  are  as  follows  (here  state),  and 
its  liabilities  are  as  follows:   (Here  state.) 

6.  The  amount  of  the  capital  stock  of  said  corporation  is  

dollars,  divided  into shares  of dollars  each,  which  has 

been  paid  in  full  (state  the  amount  paid). 

This  corporation  would  further  state  and  show  that  this  application 
is  made  in  good  faith  with  the  intention  that  it  shall  actually  engage 
in  the  business  specified  and  none  other. 

(Signed  by  the  corporation.) 

State  of  Indiana,  County  of ,  ss : 

I,  A  B,  president,  and  C  D,  secretary,  of  the  above  named  corpora- 
tion, do  solemnly  swear  that  the  above  is  a  full  and  complete  statement 
of  the  resources  and  liabilities  of  said  corporation  as  shown  by  the 
books  of  the  same,  and  that  said  statement  and  the  several  matters  and 
things  contained  in  this  application  are  true  in  every  particular,  to  the 
best  of  my  knowledge  and  belief.    So  help  me  God. 

,  President, 

,  Secretary. 

Subscribed  and  sworn  to  before  me  this  day  of  -  , 

A.  D.  1910.  >  Notary  Public. 

(Seal.) 

My  commission  expires ,  19 — . 

§§  6640  et  seq.,  6652. 

FORM  765. 

Resolution  Authorizing  Officers  to  Execute  Consent  to  do  Business- 
Kansas. 

,  1910. 

At  a  meeting  of  the  directors  of  the  company,  held  at  its 

office  on  the day  of ,  1910,  the  following  resolution  was 

adopted : 

"Resolved,  That  the  president  and  secretary  of  this  company  be  and 


556  CORPORATION    FORMS. 

they  are  hereby  authorized  and  instructed  to  execute  the  written  con- 
sent of  this  company  to  be  sued  in  the  state  of  Kansas,  in  the  manner 
provided  in  section  3  of  an  act  of  the  legislature  of  the  state  of  Kansas, 
concerning  private  corporations,  approved  January  7,  1899." 

State  of  Indiana,  County  of  Marion,  ss  : 

A  B  being  duly  sworn  on  his  oath,  says  he  is  secretary  of  the  said 

company  of  the  city  of  Indianapolis,  Marion  county,  Indiana, 

and  that  the  foregoing  is  a  true  and  correct  copy  of  a  resolution  adopted 

by  the  board  of  directors  of  said  corporation  on  the  ■ day  of 

,  1910,  together  with  the  minutes  concerning  said  resolution. 

A  B,  Secretary. 

(Subscribed  and  sworn  to,  etc.) 

§§  6653,  6740,  6755. 

FOEM  766. 

Resolution  of  Board — Kansas. 

Indianapolis,  Indiana,  January  10,  1910. 

I,  Adolph  Schmidt,  secretary  of  the  Home  Brewing  Company,  hereby 
certify  that  at  a  meeting  of  the  directors  of  the  Home  Brewing  Com- 
pany, duly  held  at  the  office  of  said  company  in  the  said  city  of  Indi- 
anapolis on  the  8th  day  of  January,  A.  D.  1910,  the  following  resolu- 
tion was  unanimously  adopted  and  entered : 

Besolved,  That  the  president  and  secretary  of  this,  The  Home 
Brewing  Company,  be,  and  they  hereby  are  authorized  and  instructed 
to  execute  the  written  consent  of  this  company  to  be  sued  in  the  state 
of  Kansas,  pursuant  to,  and  in  the  manner  provided  by  the  statutes  of 
the  state  of  Kansas  in  such  case  made  and  provided. 

State  of  Indiana,  County  of  Marion,  ss  : 

Adolph  Schmidt,  being  duly  sworn,  says  he  is  secretary  of  the  Home 
Brewing  Company  of  Indianapolis,  Indiana,  and  that  the  foregoing  is 
the  full,  true  and  correct  copy  of  the  resolution  adopted  by  the  board  of 
directors  of  the  said  Home  Brewing  Company,  on  the  said  day  of  Jan- 
uary, A.  D.  1910,  together  with  the  minutes  in  relation  to  the  adoption 
of  said  resolution.  Adolph  Schmidt,  Secretary. 

(Subscribed  and  sworn  to.) 

§§  6740,  6755. 

FOEM  767. 

Appointment  of  Agent — Kansas. 

The  undersigned,  The  Home  Brewing  Company,  a  corporation  or- 
ganized under  the  laws  of  the  state  of  Indiana  with  its  principal  office 


FOREIGN   CORPORATIONS.  557 

and  place  of  business  at  the  city  of  Indianapolis,  Marion  county,  in 
said  state  of  Indiana,  in  consideration  that  it  be  permitted  to  transact 
business  in  the  state  of  Kansas,  hereby  consents  and  agrees  that  any 
and  all  actions  may  be  commenced  and  maintained  against  it  in  the 
proper  court  of  any  county  in  the  state  of  Kansas,  in  which  a  cause  of 
action  against  it  may  arise  or  may  have  heretofore  arisen,  or  in  which 
the  plaintiff  may  reside  and  that  service  of  process  may  be  had  on  the 
secretary  of  state  of  the  state  of  Kansas ;  and  it  hereby  consents,  stip- 
ulates and  agrees  that  such  service  of  process  shall  be  taken  and  held  in 
all  courts  to  be  as  valid  and  binding  as  if  due  service  had  been  made 
upon  the  president  or  any  other  chief  officer  of  said  corporation ;  and 
it  hereby  consents,  stipulates  and  states  that  in  consideration  of  the 
premises  this  written  consent  for  service  of  process  on  the  secretary  of 
the  state  of  Kansas  shall  be  and  is  irrevocable. 

In  witness  whereof,  this  corporation  has  hereunto  caused'  its  name  to 
be  signed  by  its  president,  attested  by  its  secretary  and  authenticated 
by  the  seal  of  the  corporation,  at  the  said  city  of  Indianapolis,  in  said 
state  of  Indiana,  this  10th  day  of  January,  A.  D.  1910. 

(Seal.)  The  Home  Brewing  Company, 

By  Eudolph  Schaeffer,  President. 
Attest : 

Adolph  Schmidt,  Secretary. 

§  6653. 

FOEM  768. 

Annual  Report — Kansas. 

The  Home  Brewing  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  Indiana,  with  its  principal  office  and 
place  of  business  at  the  city  of  Indianapolis,  county  of  Marion,  in  said 
state,  and  having  an  office  and  a  place  of  business  within  the  state  of 
Kansas  at  the  city  of  Lawrence,  would  make  and  submit  to  the  charter 
board  of  the  state  of  Kansas,  the  following  annual  detailed  report  and 
statement  of  all  its  capital  stock,  property,  assets  and  resources  as  well 
as  its  liabilities,  for  the  year  ending  December  31,  1909,  to  wit: 

Authorized  capital  stock $100,000.00 

Capital  stock  subscribed  and  paid  in 100,000.00 

Par  value  per  share 100.00 

RESOURCES. 

Eeal  estate $75,000.00 

Personal   property 10,000.00 

Merchandise 5,000.00 

Bills  receivable 5,000.00 

Accounts  receivable 2,500.00 


558  CORPORATION    FORMS. 

LIABILITIES. 

Bills  payable $5,000.00 

Accounts  payable 2,500.00 

Bonds  secured  by  mortgages  on  real  estate 10,000.00 

Total $17,500.00 

The  following  are  the  names  and  postoffiee  addresses  of  the  directors 
of  this  corporation : 

Names.  Addresses. 

Peter  Leiber,  700  South  State  street,  Indianapolis,  Ind. 
Abram  Majoserskwi,  345  Capitol  avenue,  Indianapolis,  Ind. 
Mike  Geiger,  1213  South  Illinois  street,  Indianapolis,  Ind. 
Henreich  Teinstein,  901  West  Thirty-first  street,  Indianapolis,  Ind. 
John  Wagnitz,  1521  North  Pennsylvania  street,  Indianapolis,  Ind. 

The  following  are  the  names  and  addresses  of  the  officers  of  this  cor- 
poration : 

Names.  Addresses. 

Rudolph  Schaeffer,  president,  704  Prospect  street,  Indianapolis,  Ind. 

Adolph  Schmidt,  secretary,  400  Southeastern  avenue,  Indianapolis, 
Ind. 

Peter  Leiber,  treasurer,  700  South  State  street,  Indianapolis,  Ind. 

State  of  Indiana,  County  of  Marion,  ss  : 

We,  Rudolph  Schaeffer,  president,  and  Adolph  Schmidt,  secretary, 
of  the  above  named  Home  Brewing  Company,  do  solemnly  swear  that 
the  above  is  the  full,  true  and  complete  statement  of  the  condition  of 
the  said  Home  Brewing  Company  on  the  said  31st  day  of  December, 
1909,  as  shown  by  the  books  of  said  corporation,  as  well  as  a  list  of  the 
directors  and  officers  thereto  duly  elected  and  appointed  for  the  ensuing 
year.  (Subscribed  and  sworn  to.) 

§  6652. 


FORM  769. 

Location  of  Office  and  Appointment  of  Agent — Kentucky. 

To  the  Secretary  of  State  of  the  State  of  Kentucky : 

I,  Henry  C.  Drake,  president  of  the  Drake  Novelty  Company,  a  cor- 
poration organized  under  the  laws  of  the  state  of  Ohio  and  having  its 


FOREIGN    CORPORATIONS.  550 

principal  office  and  place  of  business  at  the  city  of  Cincinnati  in  the 
said  state  of  Ohio  herewith  presents  a  statement  signed  by  me  as  pres- 
ident of  said  Drake  Novelty  Company,  showing  the  location  of  the  office 
of  said  company  in  the  said  state  of  Kentucky  where  it  proposed  to 
carry  on  business,  and  giving  the  name  of  its  resident  agent  upon 
whom  process  may  be  served,  to  wit : 

State  of  Ohio,  City  of  Cincinnati,  January  1,  1910. 

The  principal  office  and  place  of  business  in  the  state  of  Kentucky 
where  the  Drake  Novelty  Company,  a  corporation  organized  under  the 
laws  of  the  state  of  Ohio,  shall  have  its  principal  office  and  transact, 
its  business  in  the  state  of  Kentucky  is  at  No.  500  Front  street,  in  the 
city  of  Newport,  county  of  Campbell,  state  of  Kentucky. 

And  the  said  Drake  Novelty  Company  has  appointed  and  desig- 
nated and  hereby  does  appoint  and  designate  Harry  Weber  its  agent, 
located  at  No.  500  Front  street  of  Newport,  Kentucky,  upon  whom 
process  may  be  served  in  any  suit  or  action  that  may  be  brought  against 
said  company  within  the  state  of  Kentucky. 

Dated  this  first  day  of  January,  A.  D.  1910. 

(Seal.)  Drake  Novelty  Company, 

By  Henry  M.  Drake,  President. 

Attest : 
J.  E.  Long,  Secretary. 
§§  6640  et  seq.,   6653,    6740,   6755,  6760,  6761. 

FOEM  770. 

Application  for  Doing  Business — Louisiana. 

To  the  Secretary  of  State  of  the  State  of  Louisiana  : 

The  undersigned,  the  Austin  Abattoir  Company,  hereby  makes  ap- 
plication for  the  privilege  of  carrying  on  and  transacting  business  in 
the  state  of  Louisiana  and  it  would  represent  and  show  that  it  is  a 
corporation  organized  under  the  laws  of  the  state  of  Texas  with  its 
principal  office  and  place  of  business  at  the  city  of  Austin  in  said  state 
of  Texas ;  that  it  hereby  makes  application  to  establish  a  local  domicil 
and  to  carry  on  and  transact  its  business  at  the  city  of  Baton  Eouge  in 
the  state  of  Louisiana,  and  that  it  proposes  to  and  has  its  principal 
office  established  at  the  said  city  of  Baton  Eouge  in  the  said  state  of 
Louisiana. 

It  would  further  represent  and  show  that  it  has  selected  and  desig- 
nated, and  hereby  does  select,  designate,  constitute  and  appoint 
Thomas  Kernan  of  the  said  city  of  Baton  Eouge,  of  the  parish  of  East 


5G0  CORPORATION    FORMS. 

Baton  Rouge  in  the  said  state  of  Louisiana,  its  agent  and  its  true  and 
lawful  attorney  in  and  for  the  said  state  of  Louisiana,  upon  whom  all 
process  of  law  of  any  and  every  kind,  against  said  company,  may  be 
served  in  any  action  or  special  proceeding  against  said  company  in  the 
state  of  Louisiana,  pursuant  to  and  in  accordance  with  all  the  provi- 
sions and  statutes  and  laws  of  the  said  state  of  Louisiana  in  such  acts 
made  and  provided,  and  such  other  acts  and  laws  as  may  hereafter 
be  passed  amendatory  thereof  and  supplemental  thereto  and  the  said 
Thomas  Kernan  as  such  agent  and  the  attorney  of  this  corporation  is 
hereby  duly  authorized  and  empowered  to  receive  and  accept  service 
of  process  in  all  cases  as  provided  for  by  the  laws  of  the  state  of 
Louisiana,  and  such  service  shall  be  deemed  valid  and  binding  upon 
this  corporation  according  to  the  constitution  and  laws  of  the  said 
state  of  Louisiana.  This  appointment  to  continue  in  force  for  the  pe- 
riod of  time  and  in  the  manner  provided  for  by  the  statutes  and  laws 
of  the  state  of  Louisiana,  and  until  another  agent  or  attorney  shall  bo 
duly  and  regularly  substituted. 

In  witness  whereof,  the  said  Austin  Abattoir  Company,  in  accord- 
ance with  a  resolution  of  its  board  of  directors  duly  adopted  and  en- 
tered on  the  1st  day  of  January,  A.  D.  1910,  has  hereunto  caused  its 
name  to  be  subscribed  by  its  president  and  attested  by  its  secretary 
with  its  corporate  seal  affixed,  at  the  said  city  of  Austin  in  the  said 
state  of  Texas  on  the  1st  day  of  January,  A.  D.  1910. 

(Seal.)  Austin  Abattoir  Company, 

Attest :  By  John  M.  Patterson,  President. 

W.  M.  Key,  Secretary.  (Duly  acknowledged.) 

§§  6640  et  seq.,  6653. 

FORM  771. 

Resolution  of  Board  of  Directors — Louisiana. 

Austin,  Texas,  January  1,  1910. 
I,  William  M.  Key,  secretary  of  the  Austin  Abattoir  Company, 
hereby  certify  that  at  a  meeting  of  the  board  of  directors  of  the 
Austin  Abattoir  Company  on  the  1st  day  of  January,  A.  D.  1910,  at 
the  office  of  the  company,  city  of  Austin,  state  of  Texas,  a  quorum  of 
which  said  board  of  directors  being  present,  the  following  proceedings 
among  others  was  had : 

Mr.  Thomas  R.  Reade  introduced  the  following  resolution: 
Resolved,  That  this  company  having  applied  for  admission  to  trans- 
act business  in  the  said  state  of  Louisiana  in  conformity  with  the  laws 
thereof,  hereby  makes,  constitutes  and  appoints  Thomas  J.  Kernan,  of 
the  city  of  Baton  Rouge  in  the  said  state  of  Louisiana  its  resident 


FOREIGN    CORPORATIONS.  561 


ao-ent  and  its  true  and  lawful  attorney  in  and  for  the  said  state  of 
Louisiana,  and  hereby  authorizes  the  president  and  secretary,  under 
the  corporate  seal  of  this  company  to  file  in  the  office  of  the  secretary 
of  state  of  the  said  state  of  Louisiana  a  written  declaration,  setting 
forth  the  domicile  of  this  corporation  and  designating  the  city  of 
Baton  Rouge  in  the  said  state  of  Louisiana  as  the  place  and  domicile 
in  the  said  state  of  Louisiana  where  it  proposes  to  transact  business 
and  where  it  is  transacting  business  and  to  state  and  declare  therein 
that  the  said  Thomas  J.  Kernan  has  been  and  is  duly  appointed, 
designated  and  constituted  the  resident  agent  and  attorney  in  the  said 
state  of  Louisiana  upon  whom  process  may  be  served,  and  that  the  said 
president  and  secretary  are  hereby  authorized  and  empowered,  under 
the  corporate  seal  of  this  company  to  make,  constitute  and  appoint  the 
said  Thomas  J.  Kernan,  of  the  said  city  of  Baton  Eouge,  its  agent  and 
true  and  lawful  attorney  in  and  for  the  said  state  of  Louisiana,  upon 
whom  all  process  of  law  whether  mesne  or  final  against  this  company 
may  be  served  in  any  action  or  special  proceeding  against  it  in  said 
state  of  Louisiana,  subject  to  and  in  accordance  with  all  the  provisions 
and  statutes  of  the  law  of  said  state  now  in  force,  and  such  other  acts 
and  laws  as  may  hereafter  be  passed,  amendatory  thereof  and  supple- 
mental thereto;  and  the  said  Thomas  J.  Kernan  as  such  agent  and 
attorney  to  be  duly  authorized  and  empowered  as  agent  of  this  com- 
pany to  receive  and  accept  service  of  process,  in  all  cases  as  provided 
for  by  the  by-laws  of  the  state  of  Louisiana,  and  that  any  such  service 
shall  be  deemed  and  taken  to  be  valid  and  binding  as  personal  service 
upon  this  corporation,  pursuant  to  and  in  accordance  with  the  consti- 
tution and  the  laws  of  the  said  state  of  Louisiana;  and 

Be  it  further  resolved,  that  this  appointment  is  to  continue  in  force 
for  the  period  of  time  and  in  the  manner  provided  for  by  the  statutes 
and  laws  of  the  said  state  of  Louisiana,  and  until  another  agent  and 
attorney  shall  be  duly  and  regularly  appointed  instead  of  and  m  the 
place  of  the  said  Thomas  J.  Kernan. 

The  motion  on  resolution  was  unanimously  adopted. 
1,  William  M.  Key,  secretary  of  the  said  Austin  Abattoir  Company, 
hereby  certify  that  the  above  and  foregoing  is  a  full,  true  and  com- 
plete copy  of  the  resolution  and  the  minutes  showing  the  adoption  of 
said  resolution  by  the  board  of  directors  of  such  corporation,  authoriz- 
ing the  appointment  of  an  agent  and  attorney  for  the  said  corporation 
in  the  state  of  Louisiana. 

Witness  my  hand  and  the  seal  of  the  said  corporation  at  the  said 
city  of  Austin,  state  of  Texas,  this  1st  day  of  January,  A.  D.  1910. 

(Signed.) 
§§  6740,  6755,  6760,  6761.  v     & 

36— Thomp.  Corp.  VII. 


562  CORPORATION"    FORMS. 

FORM  772. 
Application  for  Doing  Business — Maine. 

To  the  Secretary  of  State  of  the  State  of  Maine : 

The  undersigned,  The  Brown  Granite  Monument  Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  state  of  Ver- 
mont, having  its  principal  office  and  place  of  business  at  the  city  of 
Bennington,  in  the  county  of  Bennington,  in  said  state  of  Vermont, 
hereby  makes  application  to  transact  and  to  carry  on  its  business,  and 
to  have  an  office  and  place  of  business  in  the  city  of  Bangor,  county 
of  Penobscot,  in  said  state  of  Maine. 

And  for  the  purpose  of  obtaining  such  permission  it  hereby  pre- 
sents herewith  and  hereby  offers  to  file  and  does  file  with  the  secretary 
of  state  of  the  said  state  of  Maine  a  copy  of  its  articles  of  incorporation 
duly  certified  by  the  secretary  of  state  of  the  said  state  of  Vermont, 
who  has  charge  and  custody  of  the  original  record  and  article-  of 
incorporation;  and  it  hereby  presents  and  offers  to  file  and  does  file 
herewith  a  full,  true  and  complete  copy  of  its  by-laws,  and  all  amend- 
ments thereto,  duly  certified  and  approved  by  its  secretary,  as  required 
by  the  secretary  of  state  of  the  said  state  of  Maine. 

And  it  further  hereby  states  and  shows: 

1.  The  name  of  this  corporation  is  the  Brown  Granite  Monument 
Company. 

2.  That  its  principal  office  and  place  of  business  is  at  the  city  of 
Bennington,  county  of  Bennington,  in  the  state  of  Vermont,  and  that 
the  following  are  the  names  and  addresses  of  its  officers  and  its  board 
of  directors : 

Names.  Offices.  Postoffice  addresses 

John  M.  Brown,  president,  Bennington,  Bennington  county,  Vt. 

James  V.  Merrill,  vice-president,  Bennington,  Bennington  county, 
Vt. 

Alexander  P.  Brown,  secretary,  Bennington,  Bennington  county,  Vt. 

Robert  E.  Heally,  treasurer,  Bennington,  Bennington  county,  Vt. 

Ernest  D.  Barber,  director,  Bennington,  Bennington  county,  Vt. 

AVilliam  B.  Sheldon,  director,  Bennington,  Bennington  county,  Vt. 

Robert  E.  Heally,  director,  Bennington,  Bennington  county,  Vt. 

That  the  date  of  the  annual  meeting  for  the  election  of  officers  is 
the  first  Monday  of  January  of  each  year  and  that  the  said  above 
named  officers  were  elected  on  the  3rd  day  of  January,  1910,  to  serve 
for  the  ensuing  year. 

That  the  amount  of  the  authorized  capital  stock  is  $50,000,  all  of 


FOREIGN    CORPORATIONS.  5G3 

which  has  heen  issued  and  paid  in  and  which  is  divided  into  5,000 
shares  of  the  par  value  of  $100  each. 

John  M.  Brown,  President, 
(Subscribed  and  sworn  to.)  Alexander  Brown,  Secretary. 

§  6640  et  seq. 

FOBM  773. 

Appointment  of  Agent — Maine. 

To  the  Secretary  of  State  of  the  State  of  Maine : 

The  Brown  Granite  Monument  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the  state  of  Vermont,  with  its  principal 
office  and  place  of  business  at  the  city  of  Bennington,  county  of  Ben- 
nington in  said  state,  having  made  application  to  the  secretary  of  state 
of  the  state  of  Maine  for  permission  to  locate  an  office  at  the  city  of 
Bangor  in  the  state  of  Maine  and  to  transact  business  in  the  said  city 
and  state  pursuant  to  the  laws  thereof,  does  hereby  constitute  and  ap- 
point the  secretary  of  state  of  the  state  of  Maine,  and  his  successor 
in  business,  its  agent  and  its  true  and  lawful  attorney  in  and  for  the 
said  state  of  Maine,  upon  whom  all  lawful  process  in  any  action  or  pro- 
ceeding against  it  in  said  state  may  be  served,  in  like  manner  and  with 
the  same  effect  as  if  such  corporation  existed  in  said  state.  And  this 
corporation  hereby  assents,  stipulates  and  agrees  that  any  lawful  pro- 
cess against  it  from  any  of  the  courts  of  the  said  state  of  Maine,  which 
may  be  served  on  its  state  agent  and  attorney,  or  said  secretary  of 
state  shall  be  of  the  same  legal  force  and  binding  effect  and  valid  as  if 
served  on  said  corporation. 

This  corporation  further  agrees  and  consents  that  this  appointment 
and  the  authority  of  its  said  agent  and  attorney  shall  continue  in  force 
so  long  as  any  liability  remains  outstanding  against  it  in  the  said 
state  of  Maine. 

This  corporation  files  herewith  a  duly  certified  and  approved  copy 
of  a  resolution  of  its  board  of  directors,  duly  adopted  and  entered, 
authorizing  the  appointment  of  said  agent  and  attorney. 

In  witness  whereof,  the  said  Brown  Granite  Monument  Company, 
by  authority  of  its  board  of  directors,  has  caused  these  presents  to  be 
subscribed  by  its  president  and  attested  by  its  secretary  with  its  cor- 
porate seal  affixed  hereto,  this  3rd  day  of  January  in  the  year  of  our 
Lord,  one  thousand  nine  hundred  and  ten. 

John  M.  Brown,  President. 
(Seal.)  Alexander  Brown,  Secretary. 

(Duly  acknowledged.) 

§§  6653,  6740,  6755,  6760,  6761. 


564  CORPORATION    FORMS. 

FORM  774. 
Resolution  of  Board  of  Directors — Maine. 

State  of  Vermont,  County  of  Bennington,  ss  : 

I,  Alexander  Brown,  secretary  of  the  Brown  Granite  Monument 
Company,  a  corporation  organized  under  the  laws  of  the  state  of  Ver- 
;  mont,  and  having  its  principal  office  and  place  of  business  at  the  city 
of  Bennington  in  said  state,  hereby  certify  that  the  following  is  a  full, 
true  and  correct  copy  of  a  resolution  duly  adopted  and  entered  at  a 
meeting  of  the  board  of  directors  of  said  corporation,  a  quorum  thereof 
being  present,  held  at  its  office  in  the  said  city  of  Bennington  on  the 
3rd  day  of  January,  1910: 

"Thereupon  Mr.  Brown  introduced  the  following  preamble  and  res- 
olution : 

Whereas,  This  corporation  desires  to  do  business  in  the  state  of 
Maine;  and 

Whereas,  It  has  made  application  to  the  secretary  of  state  of  the 
state  of  Maine  to  establish  an  office  and  to  carry  on  business  at  the  city 
of  Bangor,  county  of  Penobscot,  state  of  Maine ; 

Therefore,  be  it  resolved,  That  this  corporation  hereby  selects,  ap- 
points and  designates  the  secretary  of  state  of  the  state  of"  Maine,  and 
his  successor  in  office,  as  its  agent  and  true  and  lawful  attorney,  in  and 
for  the  said  state  of  Maine,  upon  whom  legal  and  lawful  process  in 
any  action  or  proceeding  against  this  corporation  in  the  said  state  of 
Maine  may  be  served,  and  to  whom  any  notice  and  copies  of  the  legal 
processes  may  be  addressed  in  like  manner  and  with  the  same  effect 
as  if  this  corporation  existed  in  said  state.  And  in  consideration  that 
it  may  be  permitted  to  transact  business  in  said  state,  it  hereby  stip- 
ulates and  agrees  that  any  lawful  process  in  any  action  or  proceeding 
against  it,  which  is  or  may  be  served  on  its  said  agent  and  attorney,  the 
secretary  of  state  shall  be  of  the  same  legal  force  and  valid  as  if  served 
on  this  corporation. 

And  in  further  consideration  of  the  premises  the  appointment  of 
such  agent  and  his  authority  shall  continue  in  force  so  long  as  any 
liability  remains  outstanding  against  this  corporation  in  the  said  state 
of  Maine; 

And  be  it  further  resolved,  That  the  president  and  secretary  of  this 
corporation  are  hereby  authorized  to  execute  in  the  name  of  this  cor- 
poration and  under  its  corporate  seal  a  certificate  of  authority  or  power 
of  attorney  to  the  said  secretary  of  state  of  the  state  of  Maine,  in  con- 
formity with  its  resolution  and  pursuant  to  the  laws  of  the  said  state 
of  Maine. 


FOREIGN    CORPORATIONS.  565 

On  motion  the  said  resolution  was  unanimously  adopted." 

(Certified  by  the  affidavit  of  secretary.) 
§§  6760,  6761. 

FORM  775. 

Application  for  Doing  Business — Maryland. 

To  the  Secretary  of  State  of  the  State  of  Maryland : 

The  Deep  Sea  Fisheries  Company,  a  corporation  duly  organized  and 
existing  under  the  laws  of  the  state  of  New  Jersey,  with  its  principal 
office  and  place  of  business  at  the  city  of  Jersey  City  in  the  said  state 
of  New  Jersey,  hereby  makes  application  to  the  secretary  of  state  of 
the  state  of  Maryland  for  permission  to  transact  and  carry  on  its  busi- 
ness at  the  city  of  Annapolis,  county  of  Anne  Arundel,  in  the  state  of 
Maryland,  and  for  such  purpose  does  herewith  present  and  offer  to  file 
and  does  herewith  file  a  certified  copy  of  its  articles  of  incorporation, 
and  does  hereby  make  and  present  the  following  statement  and  cer- 
tificate: 

1.  The  name  of  this  corporation  is  the  Deep  Sea  Fisheries  Com- 
pany. 

2.  The  domicile  and  location  of  the  principal  office  and  place  of 
business  of  said  corporation  is  the  state  of  New  Jersey,  and  proposed  to 
be  and  is  located  at  the  city  of  Jersey  City,  county  of  Hudson,  state  of 
New  Jersey. 

3.  The  names  and  addresses  of  its  officers  are  as  follows : 
Names.         Offices.  Addresses. 

J.  R.  Bowen,  president,  200  South  W  street. 

Fred  W.  Gaston,  treasurer,  400  West  Thirty-first  street. 

William  Greece,  secretary,  800  Main  street. 

The  names  and  addresses  of  its  directors  are  as  follows : 

Names.  Addresses. 

J.  B.  Bowen,  500  Main  street. 
Fred  W.  Gaston,  635  Illinois  street. 
Thomas  H.  Ross,  810  Illinois  street. 
Max  A.  Sullivan,  400  North  Meridian  street. 
William  T.  Von  Der  Lippe,  600  Delaware  street. 

4.  The  principal  office  and  place  of  business  of  said  corporation  in 
the  state  of  Maryland  is  proposed  to  be  and  is  located  at  the  city  of 
Annapolis. 

5.  The  amount  of  the  authorized  capital  stock  of  this  corporation 
is  $25,000,  divided  into  200  shares  of  the  par  value  of  $100  each;  and 
all  of  which  said  capital  stock  has  been  paid  in  in  full. 

6.  The  names  and  addresses  of  the  stockholders  of  this  corporation 


566  CORPORATION    FORMS. 

residing  in  the  state  of  Maryland,  and  the  number  of  shares  of  stock 
of  this  corporation  owned  and  held  by  each  are  as  follows : 
Names.  Addresses.  No.  of  shares. 

A.  T.  Brady,  100  King  street,  Annapolis,  Md.,  5  shares. 

Eobert  Moss,  500  Bay  street,  Annapolis,  Md.,  3  shares. 

Jerry  L.  Smith,  200  Broad  street,  Annapolis,  Md.,  1  share. 

7.  The  amount  of  the  capital  stock  employed  in  the  state  of  Mary- 
land by  this  corporation  is  $10,000. 

8.  This  corporation  hereby  appoints  Arthur  B.  Owens,  residing  at 
the  said  city  of  Annapolis,  state  of  Maryland,  as  its  agent  in  said  state 
upon  whom  any  and  all  legal  process  in  any  proceeding  or  action 
against  this  corporation  in  the  said  state  of  Maryland  may  be  served. 

9.  This  corporation  hereby  agrees  and  declares  that  so  long  as  any 
liability  remains  outstanding  against  it  in  the  said  state  of  Maryland, 
the  appointment  and  authority  of  said  Arthur  B.  Owens,  its  said 
agent,  shall  continue  until  a  substitute  is  duly  appointed  and  properly 
certified. 

To  the  secretary  of  state  of  the  state  of  Maryland. 

(Signed  and  sworn  to  by  president  and  treasurer.) 

§§  6640  et  seq.,  6652,  6653. 

FORM  776. 

Agent's  Acceptance  of  Appointment — Maryland. 

City  of  Annapolis,  Md.,  January  10,  1910. 
To  the  Secretary  of  State  of  the  State  of  Maryland : 

I,  the  undersigned,  having  been  appointed  the  resident  agent  of  the 
Deep  Sea  Fisheries  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  New  Jersey,  with  its  principal  office  and 
place  of  business  at  the  city  of  Jersey  City  in  said  state,  hereby  notify 
you  that  I  have  accepted  the  appointment  as  the  resident  agent  of  the 
said  company  to  reside  in  the  city  of  Annapolis,  in  the  state  of  Mary- 
land, upon  whom  legal  process  against  said  corporation  may  be  served. 

Arthur  B.  Owens,  Resident  Agent. 

State  of  Maryland,  City  of  Annapolis,  ss  : 

Personally  appeared  before  me,  Robert  Moss,  a  notary  public  in 
and  for  said  city  and  state,  the  above  named  Arthur  B.  Owens,  who 
acknowledged  the  signing  of  the  above  acceptance  of  appointment  of 
resident  agent  as  his  free  act  and  deed  for  the  uses  and  purposes 
therein  mentioned. 

Witness  my  hand  and  notarial  seal,  etc. 

§§  6740,  6755. 


FOREIGN    CORPORATIONS.  567 

FOEM  777. 

Application  for  Doing  Business — Massachusetts. 

To  the  Commissioner  of  Corporations  of  the  Commonwealth  of  Mas- 
sachusetts : 

The  Kennebec  Lumber  Company,  a  corporation  duly  organized  and 
existing  under  the  laws  of  the  state  of  Maine,  with  its  principal  office 
and  place  of  business  at  the  city  of  Augusta,  county  of  Kennebec, 
state  of  Maine,  hereby  makes  application  for  permission  to  carry  on 
and  transact  its  business  at  the  city  of  Boston  in  the  commonwealth 
of  Massachusetts  and  it  presents  herewith  and  offers  to  file  and  does 
hereby  file  with  the  commissioner  of  corporations  a  certified  copy  of  the 
articles  of  incorporation,  duly  certified  under  the  seal  of  the  secretary 
of  state  of  the  said  state  of  Maine,  in  which  the  said  corporation  was 
organized  and  incorporated ;  and  it  tenders  herewith  and  offers  to  file 
and  does  herewith  file  a  true  and  correct  copy  of  its  by-laws,  duly  cer- 
tified by  the  secretary  of  this  corporation  under  its  corporate  seal,  as 
required  by  the  commissioner  of  corporations.  And  it  hereby  makes 
the  following  statement  and  certificate,  to  wit : 

1.  The  name  of  this  corporation  is  the  Kennebec  Lumber  Company. 

2.  The  location  of  its  principal  office  and  place  of  business  is  at  the 
city  of  Augusta,  county  of  Kennebec,  state  of  Maine. 

3.  The  names  and  addresses  of  its  officers  and  the  members  of  its 
board  of  directors  as  follows: 

Name.  Office.  P.  0.  Address. 

Melvin  Sawtelle,  president,  500  Front  street,  Augusta,  Maine. 
George  K.  Bassett,  vice-president,  1000  Bay  street,  Augusta,  Maine. 
O.  G.  Hall,  treasurer,  600  Main  street,  Augusta,  Maine. 
Melvin  E.  Sawtell,  director,  500  Front  street,  Augusta,  Maine. 
George  K.  Bassett,  director,  1000  Bay  street,  Augusta,  Maine. 
Lowing  Phar,  director,  300  Illinois  street,  Augusta,  Maine. 
M.  H.  Simons,  director,  500  Meridian  street,  Augusta,  Maine. 
Joseph  Williamson,  director,  400  Delaware  street,  Augusta,  Maine. 

4.  The  date  of  the  annual  meeting  for  the  election  of  officers  to  this 
corporation  is  the  second  Monday  of  January  in  each  year. 

5.  The  amount  of  the  authorized  capital  stock,  all  of  which  is  is- 
sued, is  $100,000. 

6.  The  said  capital  stock  is  divided  into  1000  shares  of  the  par 
value  of  $100  each,  $75,000  of  which  was  paid  in  cash,  and  $25,000 
thereof  was  paid  in  property  by  the  conveyance  of  real  estate,  saw 
mills,  planing  mills  and  machinery  for  the  manufacture  of  sashes, 
doors,  blinds  and  ornamental  work  for  building  purposes. 


568  CORPORATION'    FORMS. 

7.  This  corporation  herewith  files  the  appointment  of  a  resident 
agent  and  attorney  upon  whom  legal  process  may  be  served,  and  it 
also  files  a  certified  copy  of  a  resolution  of  its  board  of  directors  au- 
thorizing the  appointment  of  such  agent  and  attorney. 

(Signed  and  sworn  to  by  the  president  and  treasurer  and  a  majority 
of  the  board  of  directors."! 

§§  6640  et  seq.,  6652. 

FOEM  778. 

Appointment  of  Agent. 

To  the  Commissioner  of  Corporation?  for  the  State  of  Massachusetts: 
You  are  hereby  notified  that  the  undersigned,  The  Kennebec  Lum- 
ber Company,  a  corporation  organized  and  existing  under  the  laws  of 
the  state  of  Maine,  and  located  at  the  city  of  Augusta  in  said  state, 
desiring  to  transact  business  in  the  commonwealth  of  Massachusetts, 
and  having  made  application  therefor,  in  conformity  with  the  statutory 
requirements  of  said  commonwealth,  does  hereby  constitute  and  ap- 
point the  commissioner  of  corporations  of  said  commonwealth,  and  his 
successor  in  office,  as  the  agent  and  as  the  true  and  lawful  attorney  of 
this  corporation  in  and  for  the  said  commonwealth,  upon  whom  all 
lawful  process  in  any  action  or  proceeding  against  this  corporation  in 
such  commonwealth  may  be  served,  in  like  manner  and  with  the  same 
effect  as  if  this  corporation  existed  in  said  commonwealth. 

In  consideration  of  the  premises  this  corporation  hereby  consents, 
stipulates  and  agrees  that  any  lawful  process  against  it,  which  is  served 
on  its  said  agent  and  attorney,  shall  be  of  the  same  legal  force  and 
binding  validity  as  if  served  on  this  corporation. 

In  further  consideration  of  the  premises  this  corporation  hereby  con- 
sents and  agrees  that  the  said  appointment  and  the  authority  of  said 
agent  and  attorney  shall  continue  in  force  so  long  as  any  liability  re- 
mains outstanding  against  this  corporation  in  said  commonwealth. 

(Signed.) 
§§  6653,  6740,  6755. 

FOEM  779. 

Resolution  of  Directors  Appointing  Agent — Massachusetts. 

I,  A.  M.  Goddard,  secretary  of  the  Kennebec  Lumber  Company, 
hereby  certify  that  at  a  meeting  of  the  board  of  directors  of  the  said 
corporation  held  at  its  office  at  the  city  of  Augusta,  in  the  state  of 
Maine,  on  the  3rd  day  of  January,  1910,  a  quorum  of  said  board  being 
present,  the  following  proceedings  among  others  were  had : 


FOREIGN    CORPORATIONS.  569 

"Mr.  George  K.  Bassett  introduced  the  following  preamble  and 
resolution : 

Whereas,  This  corporation  desires  to  establish  an  office  and  conduct 
and  carry  on  business  at  the  city  of  Boston  in  the  commonwealth  of 
Massachusetts;  and 

Whereas,  It  has  made  application  to  the  commissioner  of  corpora- 
tions of  the  said  commonwealth  for  permission  to  establish  such  office 
and  to  transact  and  carry  on  its  business  in  the  said  commonwealth 
of  Massachusetts; 

Therefore,  resolved,  That  this  corporation  hereby  selects,  appoints 
and  designates  the  commissioner  of  corporations  of  the  commonwealth 
of  Massachusetts,  and  his  successor  in  office,  as  its  agent  and  as  its  true 
and  lawful  attorney,  in  and  for  said  commonwealth,  upon  whom  all 
legal  and  lawful  process  in  any  proceeding  or  action  against  this  cor- 
poration arising  in  said  commonwealth  may  be  served.  And  this  cor- 
poration hereby  consents,  stipulates  and  agrees  that  any  lawful  process 
against  it,  which  may  be  served  on  its  said  agent  and  attorney,  shall  be 
of  the  same  legal  force  and  validity  as  if  served  on  this  corporation 
itself. 

Be  it  further  resolved,  That  in  consideration  of  the  premises  the 
said  appointment  of  said  agent  and  attorney,  and  his  authority  shall 
continue  in  force  so  long  as  any  liability  remains  outstanding  against 
this  corporation  in  the  said  commonwealth. 

Be  it  further  resolved,  That  the  president  and  secretary  of  this  cor- 
poration be  and  they  are  hereby  authorized  to  execute  in  its  name  and 
under  its  corporate  seal  a  certificate  of  authority  and  power  of  attorney 
to  the  said  commissioner  of  corporations  for  the  commonwealth  of 
Massachusetts,  in  conformity  with  this  resolution,  and  pursuant  to 
the  laws  of  said  commonwealth. 

Which  said  resolution  was  on  motion  unanimously  adopted." 

(Approved  by  oath  of  secretary.) 
§§  6630,  6760,  6761. 

FORM  780. 

Appointment  of  Auditor — Massachusetts. 

State  of  Maine,  County  of  Kennebec,  ss  : 

The  Kennebec  Lumber  Company,  a  corporation  duly  organized  and 
existing  under  the  laws  of  the  state  of  Maine,  with  its  principal  office 
and  place  of  business  at  the  city  of  Augusta,  in  said  state,  did,  by  its 
board  of  directors  at  the  regular  meeting  of  said  board  held  at  its  office 
in  the  said  city  of  Augusta  on  the  3d  day  of  January.  A.  D.  1910,  ap- 
point, select  and  employ  Arthur  P.  French,  of  the  said  city  of  Boston, 


570  CORPORATION    FORMS. 

as  auditor,  pursuant  to  the  provisions  of  the  statutes  of  the  common- 
wealth of  Massachusetts  in  such  case  made  and  provided. 

(Signed  by  the  directors.) 

FORM  781. 

Oath  of  Auditor — Massachusetts. 

Commonwealth  of  Massachusetts,  City  of  Boston,  ss  : 

Personally  appeared  before  me,  James  L.  Bruce,  a  notary  public  in 
and  for  said  city  of  Boston,  commonwealth  of  Massachusetts,  Arthur 
P.  French,  the  person  named  in  the  above  and  foregoing  appointment 
as  auditor,  and  upon  oath  says  he  will  faithfully  perform  the  duties 
of  auditor  of  the  said  Kennebec  Lumber  Company,  as  required  by  the 
statute  of  the  commonwealth  of  Massachusetts. 

(Subscribed  and  sworn  to.) 

FORM  782. 

Annual  Statement — Massachusetts. 

We,  Melvin  E.  Sawtelle,  president,  and  0.  G.  Hall,  treasurer,  of  the 
Kennebec  Lumber  Company,  and  George  K.  Bassett,  Lowing  Phar, 
M.  H.  Simons,  Joseph  Williamson,  being  a  majority  of  the  directors 
of  the  Kennebec  Lumber  Company,  a  corporation  duly  organized  and 
existing  under  the  laws  of  the  state  of  Maine,  having  an  office  and 
place  of  business  at  No.  200  Beacon  street,  in  the  city  of  Boston,  in 
the  commonwealth  of  Massachusetts,  in  compliance  with  the  statutes 
and  the  laws  of  the  said  commonwealth,  do  hereby  make  and  file  the 
annual  report  of  the  condition  of  said  corporation  as  required  by  the 
statutes  of  said  commonwealth,  and  do  hereby  certify  the  condition  of 
said  corporation  on  the  25th  day  of  December,  A.  D.  1909,  to  be  as 
follows,  to  wit: 

1.  The  amount  of  the  authorized  capital  stock  of  this  corporation 
was  $100,000. 

2.  That  said  corporation  paid  local  tax  in  this  commonwealth  in 
the  preceding  years  to  the  amount  of  $1,500. 

3.  That  the  total  assets  of  this  corporation  on  the  above  date  were 
as  follows : 

Real  estate $50,000 

Machinery,  tools  and  implements 10,000 

Merchandise,  including  stock  and  manufactured  products . .  .  25,000 

Bills  receivable 10,000 

Cash  on  hand 2,500 

Accounts   receivable 2,500 

Total  $100,000 


FOREIGN   CORPORATIONS.  571 

4.  That  the  total  liabilities  of  this  corporation  are  as  follows : 

Accounts  payable $5,000 

Floating  indebtedness 2,500 

Bonds  secured  by  mortgage  on  real  estate 5,000 

Total $13>50n 

5.  That  there  has  been  no  change  in  the  name  of  the  corporation 
or  in  the  location  of  its  principal  office. 

6.  The  names  and  addresses  of  the  president,  treasurer,  clerk  (sec- 
retary) and  directors  are  as  follows: 

Names.  Offices.  P.  O.  Address. 

Melvin  E.  Sawtelle,  president,  500  Front  street,  Augusta,  Me. 
0.  G.  Hall,  treasurer,  600  Main  street,  Augusta,  Me. 
A.  M.  Goddard,  clerk,  secretary,  85  Bay  street,  Augusta,  Me. 
Melvin  E.  Sawtelle,  director,  500  Front  street,  Augusta,  Me. 
O.  G.  Hall,  director,  600  Main  street,  Augusta,  Me. 
George  K.  Bassett,  director,  1000  Bay  street,  Augusta,  Me. 
Joseph  Williamson,  director,  400  Delaware  street,  Augusta,  Me. 

7.  The  date  of  the  annual  meeting  for  the  election  of  officers  is 
the  second  Monday  in  January  in  each  year,  and  the  above-named 
officers  were  elected  at  the  last  regular  meeting  to  serve  for  the  en- 
' suing  vear. 

8.  The  said  capital  stock  of  the  said  corporation  is  divided  into 
1,000  shares  of  the  par  value  of  $100  each,  and  the  entire  sum  has 
been  paid  in  cash. 

(Signed  and  sworn  to  by  the  officers  and  directors.) 
§  6653. 

FORM  783. 

Certificate  of  the  Auditor — Massachusetts. 

Augusta,  Me.,  January  10,  1910. 

I,  Arthur  P.  French,  of  the  city  of  Boston,  in  said  state,  the  duly 
selected  auditor  of  the  Kennebec  Lumber  Company,  a  corporation 
organized  and  existing  under  the  laws  of  the  state  of  Maine,  hereby 
certify  that  I  have  made  and  completed  an  examination  of  the  books 
of  said  corporation  and  I  have  seen  and  inspected  the  annual  report 
and  statement  and  the  certificate  of  condition  as  executed  by  the 
officers  of  the  said  corporation  to  which  this  certificate  is  attached  and 
made  a  part ;  I  hereby  further  certify  and  report  that  I  find  that  said 
certificate  represents  the  true  condition  of  the  business  and  affairs  of 
said  corporation  as  designated  by  its  books. 

This  certificate  is  made  by  me  pursuant  to  and  in  compliance  with 


572  CORPORATION    FORMS. 

the  provisions  of  the  statutes  and  laws  of  the  commonwealth  of  Mas- 
sachusetts. (Subscribed  and  sworn  to.) 

FORM  784. 

Acceptance  by  Agent — Massachusetts. 

Commonwealth  of  Massachusetts,  City  of  Boston,  200  Beacon 
Street,  ss: 

January  10,  1910. 
To  the  Commissioner  of  Corporations  of  the  Commonwealth  of  Mas- 
sachusetts : 

I  hereby  notify  you  that  I  have  accepted  the  appointment  as  auditor 
of  the  Kennebec  Lumber  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  Maine ;  that  its  principal  office  and 
place  of  business  is  at  the  city  of  Augusta,  county  of  Kennebec,  in 
said  state,  and  that  I  have  taken  the  oath  to  perform  the  duties  re- 
quired of  me  by  the  laws  of  this  commonwealth,  and  T  have  this  day 
notified  the  Kennebec  Lumber  Company  of  my  acceptance  of  the  ap- 
pointment as  such  auditor. 

The  office  and  place  of  business  of  the  said  Kennebec  Lumber  Com- 
pany is  at  No.  200  Beacon  street,  Boston. 

(Signed)     Arthur  P.  French,  President. 
§  6630. 

FOEM  785. 

Notice  of  Acceptance  by  Agent — Massachusetts. 

Commonwealth  of  Massachusetts,  City  of  Boston,  ss: 

January  10,  1910. 
To  the  Kennebec  Lumber  Company,  Augusta,  Me. : 

I  take  pleasure  in  notifying  you  that  I  have  accepted  the  appoint- 
ment by  your  company  as  auditor  therefor  in  the  city  of  Boston,  and 
beg  to  say  that  we  have  this  day  notified  the  commissioner  of  corpora- 
tions for  the  Commonwealth  of  Massachusetts  that  I  hare  accepted 
said  appointment  and  taken  an  oath  to  faithfully  discharge  my  duties 
as  such  auditor  under  the  laws  of  this  commonwealth. 

Very  truly,  Arthur  P.  French. 

FOBM  786. 

Application  for  Doing  Business — Michigan. 

To  the  Secretary  of  State  of  the  State  of  Michigan : 

The  Chicago  Wrecking  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  Illinois,  hereby  makes  application 


FOREIGN    CORPORATIONS.  573 

for  transacting  business  in  the  state  of  Michigan,  and  for  such  purpose 
hereby  makes  the  following  declaration  in  compliance  with  and  pur- 
suant to  the  statutes  of  the  state  of  Michigan  and  says : 

First.  The  location  of  its  principal  office  is  at  No.  1001  State  street, 
in  the  city  of  Chicago. 

Second.  The  names  and  addresses  of  its  principal  officers  are  as 
follows: 

Names.  Office.  P.  0.  Addresses. 

James  L.  Purcell,  President,  6000  State  St.,  Chicago. 

John  H.  Quick,  Secretary,  2500  Dearborn  St.,  Chicago. 

Third.  The  names  and  addresses  of  the  officers  and  agents  of  the 
company  in  charge  of  the  business  in  Michigan  are: 

Names.  Addresses. 

William  L.  January,  504  Washington  St.,  Detroit,  Mich. 

Buhl  Block,  700  Adams  St.,  Detroit,  Mich. 

Fourth.  The  authorized  capital  stock  of  the  said  corporation  is 
$40,000. 

Fifth.  The  total  value  of  the  property  owned  and  used  by  this 
company  in  its  business  is  as  follows:  (Give  location  and  general 
character  and  state  separately  the  value  of  the  tangible  property,  its 
cash  and  credit,  franchise,  patents,  trade  marks,  formulas,  good  will, 
etc.) 

Sixth.  The  value  of  the  property  owned  and  used  by  said  corpora- 
tion in  the  state  of  Michigan  is  as  follows : 

(Here  set  out  as  above.) 
Seventh.    The  total  amount  of  business  transacted  by  said  corpora- 
tion during  the  preceding  year  was  $250,000. 

Eighth.  No  business  was  transacted  by  this  corporation  in  the  state 
of  Michigan  in  the  preceding  year. 

Ninth.  The  particular  purpose  and  the  particular  kind  of  business 
for  which  this  corporation  desires  to  be  permitted  to  do  business 
in  the  state  of  Michigan  is  as  follows,  to  wit:  wreck,  destroy,  tear 
down  and  remove  buildings  and  structures  of  all  kinds,  and  tear  out, 
take  out  and  remove  boilers,  engines,  fixtures,  furnaces,  safes  and  all 
kinds  of  machinery,  fixtures  and  appliances,  used  in  building  shops  and 
houses;  and  to  sell  all  kinds  of  material  taken  from  such  buildings, 
structures,  houses  and  all  such  fixtures,  including  boilers,  engines  and 
machinery,  and  to  buy  and  sell  at  wholesale  and  retail  building  mate- 
rial of  all  kinds  both  new  and  second-hand. 

Tenth.  The  period  of  existence  of  this  corporation  will  expire  on 
the  1st  day  of  July,  A.  D.  1940. 

In  witness  whereof,  the  said  Chicago  Wrecking  Company  has  caused 


574  CORPORATION    FORMS. 

its  name  to  be  hereunto  attached  by  its  president,  attested  by  its  secre- 
tary and  has  caused  its  corporate  seal  to  be  affixed  hereto  on  this  25th 
day  of  January,  A.  D.  1910.  Chicago  Wrecking  Company, 

By  James  E.  Purcell,  President. 
John  H.  Quick,  Secretary. 

(Subscribed  and  sworn  to.) 
§§  6640  et  seq.,  6652. 

FORM  787. 
Appointment  of  Agent  for  Service  of  Process — Michigan. 

At  a  special  meeting  of  the  board  of  directors  of  the  Chicago 
Wrecking  Company,  duly  called  and  held  at  the  office  of  the  company 
at  the  city  of  Chicago  on  the  25th  day  of  January,  A.  D.  1910,  the 
following  resolution  was  adopted  : 

Eesolved,  That  Jasper  C.  Gates,  of  the  city  of  Detroit,  in  the  state 
of  Michigan  be  and  is  duly  appointed  the  agent  of  this  company  and 
authorized  to  accept  and  acknowledge  service  of  any  and  all  process 
for  and  on  behalf  of  this  company,  and  this  company  does  hereby  con- 
sent that  service  of  process  upon  said  Jasper  C.  Gates  shall  be  taken 
and  held  to  be  as  valid  as  if  served  upon  this  company  according  to 
the  laws  of  the  state  of  Michigan  or  any  other  state  and  this  com- 
pany hereby  waives  all  claims  of  error  by  reason  of  such  service. 

John  H.  Quick,  Secretary. 

State  of  Illinois,  County  of  Cook,  ss  : 

James  E.  Purcell,  president  of  the  Chicago  Wrecking  Company, 
does  hereby  certify  that  the  above  and  foregoing  is  a  true  and  correct 
copy  of  a  resolution  adopted  on  the  10th  of  January,  A.  D.  1910,  ap- 
pointing Jasper  C.  Gates,  agent  of  said  company,  to  acknowledge  serv- 
ice of  process.  (Signed  by  president,  attested  by  seal.) 

§§  6653,  6740,  6755. 

FORM  788. 

Annual  Report — Michigan. 

To  the  Secretary  of  State  of  the  State  of  Michigan : 

Pursuant  to  the  laws  of  the  state  of  Michigan,  the  undersigned  di- 
rectors of  the  Chicago  Wrecking  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the  state  of  Illinois,  with  its  principal 
office  at  the  city  of  Chicago,  and  doing  business  in  the  city  of  Detroit, 
in  the  said  state  of  Michigan,  would  respectfully  submit  the  following 
annual  report  and  statement  of  its  condition  on  the  31st  day  of  Decem- 
ber, 1909. 


FOREIGN    CORPORATIONS.  0<5 

1.  The  character  of  the  business  in  which  this  corporation  has  been 
engaged  during  the  year  in  wrecking,  destroying,  tearing  down,  and 
removing  buildings,  structures  of  all  kinds,  and  removing  and  taking 
out  boilers,  engines,  furnaces,  machinery  and  all  kinds  of  fixtures 
from  buildings,  structures  and  residences,  and  buying  and  selling 
building  material  of  all  kinds  and  all  such  engines,  boilers,  furnaces, 
safes  and  fixtures  taken  from  such  buildings,  structures  and  houses, 
and  buying  and  selling  at  wholesale  and  retail  building  material  of 
all  kinds  new  and  second-hand  during  the  year  ending  December  31, 
1909. 

2.  The  place  at  which  the  operation  of  this  business  has  been  con- 
ducted is  at  the  city  of  Detroit  in  the  said  state  of  Michigan,  with  its 
office  located  at  Xo.  400  Huron  street  in  said  city. 

3.  The  amount  of  authorized  capital  stock  of  this  corporation  is 
$60,000. 

4.  The  amount  of  capital  stock  subscribed  is  $60,000. 

5.  The  amount  of  capital  stock  actually  paid  in  in  cash  is  $60,000. 

6.  The  amount  of  capital  stock  actually  paid  in  in  property  is 
nothing. 

7.  The  cash  value,  as  near  as  can  be  estimated,  of  all  the  property 
owned  by  this  corporation  is  itemized  as  follows : 

a.  Eeal  estate  used  in  this  business $10, (too 

b.  Real  estate  not  used  in  this  business Nothing 

c.  Goods,  chattels,  merchandise  and  other  tangible  property.  .  50,000 

d.  Cash  on  hand,  including  deposit  in  bank 5,000 

e.  Patent  rights,  copyrights,  trade  marks  and  formulas  (es- 

timated $5,000) 

f.  Good  will   (estimated  $10,000) ,.  15,000 

g.  Value  of  all  the  credits  owing  to  the  corporation 10,000 

h.  All  other  property,  one  automobile 3,000 

Total  of  above  itemized $9-2.000 

8.  The  amount  of  all  debts  by  the  above  corporation  is  itemized  as 
follows : 

Liability  on  real  estate  mortgage $5,000 

Liability  on  chattel  mortgage Nothing 

Liability  on  all  secured  indebtedness Nothing 

Liability  on  all  unsecured  indebtedness 5,000 

Total  of  above  itemized $10,000 

9.  The  following  are  the  names  and  postoffice  addresses  and  shares 
of  stock  owned  by  the  stockholders  of  this  company : 


576  CORPORATION    FORMS. 

Shares  of  stock  held, 
Xames.  P.  0.  Address.  par  value  $100  each. 


10.  This  corporation  was  organized  and  incorporated  on  the  10th 
day  of  May,  1905. 

11.  The  names  of  the  officers  and  directors,  together  with  the  post- 
office  addresses  of  the  officers  and  directors,  are  as  follows : 

Xames.  Office.  P.  O.  Addresses. 

President  

Secretary  

Director  

Director  

12.  The  foregoing  is  a  true  statement  of  the  condition  of  the  com- 
pany, together  with  the  names  and  postoffice  addresses  of  the  stock- 
holders and  the  number  of  shares  held  by  each  and  also  the  names  and 
post  office  addresses  of  the  officers  and  directors  of  this  corporation. 

Witness  our  signatures : 

(Signed  by  officers  and  majority  of  the  directors.) 
(Sworn  to  by  secretary.) 
§  6653. 

FORM  789. 

Annual  Report  of  Mining  Company — Michigan. 

The  Guaranty  Copper  Company,  a  corporation  organized  under  the 
laws  of  New  Jersey,  with  its  principal  office  in  the  city  of  Trenton  in 
said  state,  at  No.  500  Washington  street  in  the  said  city,  hereby  sub- 
mits to  the  secretary  of  state  of  the  state  of  Michigan  the  following 
annual  report  of  its  condition  on  the  31st  day  of  December,  A.  D. 
1909. 

First.    The  amount  of  cash  paid  in  on  the  capital  stock  is  $100,000. 

Second.  The  amount  of  capital  paid  in  by  the  conveyance  of  prop- 
erty to  the  corporation  is  $200,000. 

Third.    The  entire  amount  invested  in  real  estate  is  $500,000. 

Fourth.    The  amount  of  personal  estate  is  $100,000. 

Fifth.  The  amount  of  unsecured  or  floating  debts  of  the  corpora- 
tion, as  near  as  can  be  estimated,  is  $50,000. 

Sixth.  The  amount  of  secured  or  bonded  debts  of  the  corporation  is 
$200,000. 

Seventh.    The  amount  due  to  the  corporation  is  $25,000. 

Eighth.    The  number  of  gross  tons  of  copper  obtained  is  $500,000. 


FOREIGN    CORPORATIONS.  577 

Ninth.  The  number  of  gross  tons  of  2,240  lbs.  each  of  iron  ore, 
mined  and  shipped,  is  $200,000. 

Tenth.    The  number  of  gross  tons  of  mineral  coal  mined  is  nothing. 

Eleventh.    The  number  of  gross  tons  of  pig  iron  mined  is  nothing. 

Twelfth.  The  number  of  tons  of  any  other  mineral  or  ore  mined  is 
$50,000. 

Thirteenth.    The  amount  of  slate  and  stone  mined  is  $50,000. 

(Continue  as  preceding  form.) 

FOBM  790. 
Application  for  Doing  Business — Minnesota. 

To  the  Secretary  of  the  State  of  Minnesota : 

The  Air-Tight  Wire  Fence  Company,  a  corporation  duly  organized 
and  existing  under  the  laws  of  the  state  of  Indiana,  with  its  principal 
office  and  place  of  business  at  the  city  of  Muncie,  county  of  Delaware 
in  said  state,  hereby  makes  application  for  permission  to  maintain  an 
office  and  transact  and  carry  on  its  business  in  the  state  of  Minnesota 
for  such  purpose  and  herewith  presents,  offers  to  file  and  does  file  with 
the  secretary  of  state  a  certified  copy  of  its  articles  of  incorporation, 
duly  authenticated  by  the  secretary  of  state  of  the  state  of  Indiana,  in 
whose  possession  and  on  whose  records  a  duplicate  of  its  original  arti- 
cles of  incorporation  are  filed  and  recorded. 

It  therefore  asks  that  it  may  be  authorized  to  transact  business  in 
the  said  state  of  Minnesota. 

The  Air-Tight  Wire  Fence  Company. 

§  6640  et  seq. 

FORM  791. 
Location  of  Office  and  Appointment  of  Agent — Minnesota. 

The  Air-Tight  Wire  Fence  Company,  a  corporation  duly  organized 
and  existing  under  the  laws  of  the  state  of  Indiana,  hereby  notifies  the 
secretary  of  state  of  the  state  of  Minnesota  that  it  has  and  maintains 
a  public  office  and  place  of  business  at  No.  500  Hennepin  avenue,  city 
of  Minneapolis,  in  the  said  state  of  Minnesota,  for  the  transaction  of 
its  business  in  the  said  state ; 

And  the  said  Air-Tight  Wire  Fence  Company  does  hereby  consti- 
tute, designate  and  appoint  Robert  G.  Morrison,  of  the  said  city  of 
Minneapolis  and  who  is  a  resident  of  said  city  and  of  said  county  of 
Hennepin,  in  which  its  said  public  office  is  located,  as  its  resident  agent 
and  attorney,  who  is  duly  empowered  and  authorized  to  accept  service 
of  process,  and  upon  whom  service  of  process  may  be  had  in  any 
37— Thomp.  Corp.  VII. 


578  CORPORATION   FORMS. 

county  to  which  this  corporation  may  be  a  party,  in  said  state  of  Minne- 
sota, and  service  upon  such  agent  and  attorney  shall  be  taken  and 
held  as  a  personal  service  upon  this  corporation. 

Under  consideration  of  the  premises,  this  corporation  consents  and 
agrees  that  this  appointment  shall  continue  in  force  for  a  period  of 
time  and  manner  prescribed  by  sections  2888,  2889,  2890,  revised 
laws  of  Minnesota,  1905,  and  until  another  agent  and  attorney  shall 
be  appointed  and  the  appointment  hereby  made  shall  be  revoked. 
(Signed  and  sworn  to  by  the  president  and  secretary.) 

§§  6653,  6740,  6755. 

FORM  792. 

Affidavit  and  Statement  of  Local  Agent — Minnesota. 

State  of  Minnesota,  County  of  Hennepin,  ss  : 

Robert  G.  Morrison,  being  duly  sworn  upon  oath,  says  that  he  is  of 
lawful  age  and  that  he  makes  this  affidavit  for  and  on  behalf  of  the 
Air-Tight  Wire  Fence  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  Indiana,  for  the  purpose  of  complying 
with  sections  2888,  2889,  2890,  revised  laws  of  Minnesota,  1905. 

He  further  states  on  oath  that  he  is  the  resident  agent  of  the  said 
Air-Tight  Wire  Fence  Company,  a  corporation  duly  incorporated 
under  the  laws  of  the  state  of  Indiana,  on  the  10th  day  of  June,  1904, 
for  a  term  of  fifty  years. 

That  the  amount  of  the  capital  stock  of  said  corporation  is  $25,000, 
and  the  proportion  of  the  capital  stock  of  said  corporation  which  is 
represented  by  the  property  located  and  business  transacted  in  the 
city  of  Minneapolis  is  one-fifth,  and  the  amount  of  capital  stock  so 
represented  in  the  state  of  Minnesota  is  $5,000 ;  and  this  affiant  repre- 
sents such  corporation  as  its  resident  agent  in  the  said  state  of  Minne- 
sota and  that  the  public  office  of  said  corporation  and  the  place  for  the 
transaction  of  its  business  in  the  said  state  is  at  No.  500  Hennepin 
avenue,  city  of  Minneapolis,  state  of  Minnesota. 

(Subscribed  and  sworn  to.) 

FORM  793. 

Application  for  Doing  Business — Mississippi. 

To  the  Secretary  of  State  of  the  State  of  Mississippi : 

The  Rose  Scented  Soft  Soap  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  state  of  New  Jersey  and  having  its 
principal  office  at  the  city  of  Atlantic  City  in  the  said  state,  hereby 


FOREIGN   CORPORATIONS.  579 

makes  application  for  permission  to  carry  on  and  transact  its  business 
in  the  state  of  Mississippi,  and  for  that  purpose  it  presents  herewith 
and  herewith  offers  to  file,  and  does  file  in  the  office  of  the  secretary  of 
state  in  the  state  of  Mississippi,  a  certified  copy  of  its  articles  of 
incorporation,  duly  certified  and  authenticated  by  the  president  and 
secretary  of  its  corporation,  and  attested  by  its  corporate  seal. 

It  kindly  asks  that  a  certificate  may  be  issued  permitting  and  au- 
thorizing it  to  transact  and  carry  on  its  business  in  the  state  of 
Mississippi  and  that  it  may  be  permitted  to  have  an  office  and  place  of 
business  and  a  resident  agent  in  the  city  of  Jackson,  state  of  Missis- 
sippi. The  Eose  Scented  Soft  Soap  Company, 

By  Charles  E.  Babcock. 
§  6640  et  seq. 

FOEM  794. 
Application  for  Doing  Business — Missouri. 

To  the  Secretary  of  State  of  the  State  of  Missouri : 

The  undersigned,  the  Michigan  Mining  Company,  a  corporation  duly 
organized  and  existing  under  the  laws  of  the  state  of  Michigan,  with 
its  principal  office  and  place  of  business  at  the  city  of  Detroit  in  said 
state,  hereby  makes  application  for  carrying  on  and  transacting  busi- 
ness and  maintaining  an  office  in  the  state  of  Missouri,  and  for  such 
purpose  presents  herewith  and  files  in  the  office  of  the  secretary  of 
state  a  duly  certified  and  authenticated  copy  of  its  articles  of  incorpo- 
ration, properly  certified  and  authenticated  by  the  secretary  of  state 
of  Missouri,  in  whose  office  the  original  articles  of  incorporation  are 
filed  or  kept  (or  certified  and  authenticated  by  the  secretary  or  other 
officer). 

The  undersigned  would  further  show  that  the  full  amount  of  au- 
thorized capital  stock  as  stated  in  the  articles  of  incorporation  has  been 
fully  subscribed  and  that  more  than  one-half  thereof,  to  wit,  $250,000, 
has  been  paid  up,  as  shown  by  the  affidavit  of  the  president  of  this 
corporation  filed  herewith  and  made  a  part  of  this  application. 

The  undersigned  also  presents  herewith  the  sworn  statement  of 
James  P.  Mead,  the  resident  agent  in  the  said  state  of  Missouri,  as 
to  the  capital  stock  of  said  corporation  represented  by  its  property  lo- 
cated in  the  said  state  of  Missouri. 

It  also  presents  herewith  an  affidavit  of  this  applicant  made  by  its 
president  showing  that  said  corporation  is  not  in  contravention  of  the 
laws  of  the  said  state  of  Missouri  against  pools,  trusts  and  conspiracies. 
It  also  files  herewith  an  affidavit  of  its  president  and  secretary  as  re- 
quired by  the  statute  of  Missouri  according  to  the  act  of  that  state  of 


580  CORPORATION    FORMS. 

1903,   and   under   section    1025    of   the   Eevised    Statutes    1899,   as 
amended  by  an  act  approved  March  24,  1903. 

Michigan  Mining  Company, 
By  Jultan  G.  Dickinson,  President. 

(Sworn  to.) 
§§  6640  et  seq.,  6652. 

FORM  795. 

Affidavit  of  President  as  to  Payment  of  Stock — Missouri. 

State  of  Michigan,  County  of  Wayne,  ss  : 

I,  Julian  G.  Dickinson,  president  of  the  Michigan  Mining  Company, 
a  corporation  organized  and  existing  under  the  laws  of  the  state  of 
Michigan,  being  duly  sworn  on  my  oath,  say  that  the  corporation  was 
organized  with  a  capital  stock  of  $500,000,  divided  into  5,000  shares 
of  the  par  value  of  $100  each,  as  shown  by  the  certified  articles  of 
incorporation  issued  by  the  secretary  of  state  of  the  said  state  of 
Michigan  on  the  1st  day  of  June,  1905,  and  to  which  this  affidavit  is 
attached  and  made  a  part ;  and  I  do  hereby  further  state  and  certify 
that  all  of  said  stock  has  been  bona  fide  subscribed  and  that  80  per  cent 
thereof,  to  wit,  the  amount  of  $400,000,  has  actually  been  paid  up. 

(Subscribed  and  sworn  to.) 

FORM  796. 

Affidavit  of  President  and  Secretary  for  Privilege  of  Doing  Business- 
Missouri. 

State  of  Michigan,  County  of  Wayne,  ss: 

We,  Julian  G.  Dickinson,  president,  and  Walter  Ross,  secretary  of 
the  Michigan  Mining  Company,  a  corporation  duly  organized  and 
existing  under  the  laws  of  the  state  of  Michigan  by  charter  bearing 
date  June  1,  1905,  located  at  the  city  of  Detroit  in  said  state  of 
Michigan,  do  solemnly  swear  that  in  making  application  for  license 
to  do  business  in  the  state  of  Missouri  under  provisions  of  section 
1025,  Revised  Statutes  1899,  as  amended  by  the  act  provided  March 
24,  1903,  we  are  duly  authorized  to  represent  said  corporation  in  mak- 
ing this  application,  and  that  it  is  the  desire  to  carry  on  in  the  state 
of  Missouri  solely  the  business  of  mining  lead  and  zinc,  which  is 
authorized  by  its  state  charter ;  and  that  if  said  corporation  is  licensed 
and  permitted  to  do  business  in  the  said  state  of  Missouri  it  shall  not 
and  will  not  do  or  transact  any  other  business  in  the  state  of  Missouri 


FOREIGN    CORPORATIONS. 


581 


or  exercise  any  other  powers,  rights  or  privileges  than  those  set  out 
above,  whether  or  not  its  charter  powers  are  so  limited. 

Julian  G.  Dickinson,  President. 
Walter  Ross,  Secretary. 
(Seal.)  (Sworn  t0-) 

§  6630. 

FORM  797. 
Designation  of  Place  of  Business  and  Agent— Missouri. 

State  of  Michigan,  County  of  Wayne,  ss  : 

Julian  G.  Dickinson,  being  duly  sworn  upon  oath,  says  that  he,  the 
president  of  the  Michigan  Mining  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the  state  of  Michigan,  with  its  principal 
office  and  place  of  business  at  the  city  of  Detroit,  in  said  county  and 
state ;  and  affiant  says  that  the  said  corporation  has  selected,  appointed 
and  designated,  and  does  hereby  select,  appoint  and  designate  the  city 
of  Joplin,  in  Jasper  county,  state  of  Missouri,  as  the  place  of  business 
and  the  place  for  the  transaction  of  its  business  in  the  said  state  of 
Missouri;   and   affiant   further   says   that  the   said   corporation   has 
selected,  appointed  and  designated,  and  does  hereby  select,  appoint 
and  designate  William  Andrews  as  its  resident  agent  and  attorney  in 
fact  for  the  purpose  of  representing  the  said  corporation  in  the  said 
state  of  Missouri,  and  as  the  person  on  whom  service  of  process  may 
be  made  in  all  actions  and  proceedings  against  this  corporation  arising 
in  the  said  state  of  Missouri ;  and  in  consideration  that  this  corpora- 
tion is  licensed  to  transact  and  carry  on  its  business  in  the  said  state 
of  Missouri  it  hereby  consents  and  agrees  that  any  service  of  process 
in  any  action  or  proceeding  arising  in  said  state  that  may  be  served 
upon  William  Andrews  shall  be  binding  on  this  corporation. 
(Sworn  to.)  Julian  G.  Dickinson,  President. 

§§  6653,  6740,  6755. 

FORM  798. 
Affidavit  of  Local  Agent— Missouri. 

State  of  Missouri,  County  of  Jasper,  ss  : 

William  Andrews,  being  duly  sworn  upon  oath,  says  that  he  has 
been  appointed  principal  resident  agent  in  the  state  of  Missouri  of 
the  Michigan  Mining  Company,  a  corporation  duly  incorporated  under 
the  laws  of  the  state  of  Michigan  on  the  first  day  of  June,  1905,  for 
a  term  of  fifty  years,  and  that  he  has  been  duly  appointed  attorney  in 
fact  representing  said  corporation  as  its  principal  agent  in  the  state 


582  CORPORATION    FORMS. 

of  Missouri;  and  that  the  amount  of  capital  stock  of  the  said  corpora- 
tion is  $500,000,  and  the  property  located  and  the  business  transacted 
in  the  state  of  Missouri  is  $200,000 ;  and  that  the  principal  office  of 
said  corporation  and  the  place  for  the  transaction  of  its  business  in 
the  said  state  of  Missouri,  where  legal  process  may  be  obtained  upon 
it,  is  located  at  the  city  of  Joplin,  county  of  Jasper,  in  the  said  state 
of  Missouri.  William  Andrews. 

(Subscribed  and  sworn  to.) 

FORM  799. 

Annual  Report — Missouri. 

Detroit,  Mich.,  July  10,  1909. 
To  the  Secretary  of  State  of  the  State  of  Missouri : 

In  compliance  with  the  provisions  of  section  1014,  article  1,  chapter 
12,  Revised  Statutes  1899,  I  beg  leave  to  make  the  following  report, 
and  to  certify  as  follows  as  to  the  condition  of  the  Michigan  Mining 
Company,  a  corporation  organized  and  existing  under  the  laws  of  the 
state  of  Michigan  with  the  principal  office  and  place  of  business  at  the 
city  of  Detroit,  in  said  state,  and  doing  business  at  the  city  of  Joplin, 
county  of  Jasper,  state  of  Missouri : 

1.  The  name  of  this  corporation  is  the  Michigan  Mining  Company. 

2.  The  location  of  its  principal  office  and  place  of  business  in  this 
state  is  at  the  city  of  Joplin,  county  of  Jasper. 

3.  The  name  of  the  principal  agent  and  representative  in  this  city 
is  William  Andrews. 

4.  The  cash  value  of  the  property  in  this  state  July  1,  1909,  is 
$25,000. 

5.  The  cash  value  of  all  the  real  estate  in  this  state  July  1,  1909, 
is  $150,000. 

6.  The  amount  of  city  tax  paid  in  said  state  for  the  year  last  pre- 
ceding this  report  is  $200. 

7.  The  amount  of  county  tax  paid  in  said  state  for  the  year  last 
preceding  this  report  is  $100. 

8.  The  amount  of  state  tax  paid  in  this  state  for  the  year  last  pre- 
ceding this  report  is  $100. 

State  of  Missouri,  County  of  Jasper,  ss  : 

I,  William  Andrews,  the  principal  agent  and  representative  in  the 
state  of  Missouri  of  the  Michigan  Mining  Company,  do  solemnly  swear 
that  the  above  statement  is  true  to  the  best  of  my  knowledge  and  belief. 

(Subscribed  and  sworn  to.) 

§  6652. 


FOREIGN    CORPORATIONS.  583 

FORM  800. 

Anti-Trust  Affidavit — Missouri. 

State  of  Missouri,  County  of  Jasper,  ss  : 

I,  Julian  G.  Dickinson,  do  solemnly  swear  that  I  am  the  president 
of  the  corporation  known  and  styled  as  the  Michigan  Mining  Com- 
pany, duly  organized   and  existing  under  the  laws  of  the   state  of 
Michigan,  the  organization  of  which  was  had  on  the  1st  day  of  June, 
A.   D.   1905,  and  now  transacting  and  conducting  business  in  the 
state  of  Missouri,  and  that  I  am  duly  authorized  to  represent  said  cor- 
poration in  the  making  of  this  affidavit,  and  do  further  swear  that  the 
said  Michigan  Mining  Company,  known  and  styled  as  aforesaid,  is 
not  now  and  has  not  at  any  time  within  one  year  from  the  date  of  this 
affidavit,  created,  entered  into,  become  a  member  of  or  participated 
in  any  pool,  trust,  agreement,  combination,  confederation  or  under- 
standing with  any  other  corporation,  partnership,  individual  or  any 
other  person  or  association  of  persons,  to  regulate  or  fix  the  price  of 
any  article  of  manufacture,  mechanism,  merchandise,  commodity,  con- 
venience, repair,  any  product  of  mining,  or  any  article  or  thing  what- 
soever, or  the  price  or  premium  to  be  paid  for  insuring  property 
against  loss  or  damage  by  fire,  lightning  or  storm;  and  that  it  has 
not  entered  into,  or  become  a  member  of  or  a  party  to  any  pool,  trust, 
agreement,  contract,  combination  or  confederation  to  fix  or  limit  the 
amount  or  quantity  of  any  article  of  manufacture,  mechanism,  mer- 
chandise, commodity,  convenience,  repair,  any  product  of  mining  or 
any  article  or  thing  whatsoever  or  the  price  premium  to  be  paid  for 
insuring  property  against  loss  or  damage  by  fire,  lightning  or  storm ; 
and  that  it  has  not  issued  and  does  not  own  any  trust  certificates, 
and  for  any  corporation,  agent,  officer  or  employe,  or  for  the  directors 
or  stockholders  of  any  corporation,  has  not  entered  into  and  is  not 
now  in  any  combination,  contract  or  agreement  with  any  person  or 
persons,   corporation   or   corporations,   or   with   any   stockholder   or 
director  thereof,  the  purpose  and  effect  of  which  said  combination, 
contract  or  agreement  would  be  to  place  the  management  or  control 
of  such  combination  or  combinations,  or  the  manufactured  product 
thereof,  in  the  hands  of  any  trustee  or  trustees,  with  the  intent  to 
limit  or  fix  the  price  or  lessen  the  production  and  sale  of  any  article 
of  commerce,  use  or  consumption,  or  to  prevent,  restrict  or  diminish 
the  manufacture  or  output  of  any  article ;  and  that  it  has  not  made  or 
entered  into  any  arrangement,  contract  or  agreement  with  any  per- 
son,   association   of   persons    or   corporation    designed    to    lessen^  or 
which  tends  to  lessen,  full  and  free  competition  in  the  importation, 


584:  CORPORATION   FORMS. 

manufacture  or  sale  of  any  article,  product  or  commodity  in  this  state, 
or  under  the  terms  of  which  it  is  proposed,  stipulated,  provided,  agreed 
or  understood  that  any  particular  or  specified  article,  product  or  com- 
modity shall  be  dealt  in,  sold  or  offered  for  sale  in  this  state  to  the 
exclusion,  in  whole  or  in  part,  of  any  competing  article,  product  or 
commodity.  Julian  GL  Dickinson,  President. 

(Subscribed  and  sworn  to.) 

FOEM  801. 
Application  for  Doing  Business — Montana. 

To  the  Secretary  of  State  of  the  State  of  Montana : 

The  undersigned,  the  South  Dakota  Eainbow  Company,  a  corpora- 
tion organized  and  existing  under  the  laws  of  the  state  of  South 
Dakota,  hereby  makes  application  for  the  privilege  of  transacting 
and  carrying  on  its  business  in  the  state  of  Montana,  and  presents 
herewith  and  offers  to  file  and  does  file  in  the  office  of  the  secretary  of 
state  a  duly  authenticated  copy  of  its  articles  of  incorporation. 

It  also  files  herewith  and  as  a  part  of  this  application  a  statement, 
verified  by  the  oath  of  its  president  and  secretary,  and  attested  by 
a  majority  of  its  board  of  directors,  showing  the  name,  the  location  of 
its  place  of  business,  the  amount  of  its  capital  stock  and  the  amount 
paid  and  the  assets  of  the  corporation  and  the  actual  cash  value 
thereof. 

It  also  files  herewith  and  as  a  part  of  this  application  the  affidavit 
of  its  president,  and  a  certificate  of  the  county  clerk  of  the  county 
of  Silver  Bow,  in  said  state  of  Montana,  certifying  that  a  duly  au- 
thenticated copy  of  its  articles  of  incorporation  and  the  said  verified 
statement  of  its  president  and  secretary,  attested  by  a  majority  of  its 
board  of  directors,  have  been  filed  in  the  office  of  the  county  clerk 
of  the  said  county  of  Silver  Bow,  in  which  this  corporation  asks  per- 
mission and  privilege  of  transacting  and  carrying  on  its  business  in 
said  state  of  Montana. 

It  also  files  herewith  an  affidavit  of  its  president  and  secretary 
certifying  that  it  has  appointed  a  resident  agent  upon  whom  service 
of  process  may  be  had,  and  that  it  has  consented  to  be  sued  in  the 
courts  of  the  said  state  of  Montana  upon  all  causes  of  action  arising 
against  it  in  said  state.  South  Dakota  Eainbow  Company, 

By  Samuel  Polly,  President. 

(Subscribed  and  sworn  to.) 

§  6640  et  seq. 


FOREIGN    CORPORATIONS.  58-") 

FOEM  802. 

Affidavit  of  President  and  Secretary  Attested  by  Directors — Montana. 

State  of  South  Dakota,  County  of  Hughes,  ss  : 

We,  Samuel  C.  Polly,  president,  and  Zell  Guthrie,  secretary,  of  the 
South  Dakota  Eainbow  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  South  Dakota,  with  its  principal 
office  and  place  of  business  at  the  city  of  Pierre,  county  of  Hughes, 
in  said  state  of  South  Dakota,  being  duly  sworn  on  oath,  say :  That 

1.  The  name  of  this  corporation  is  the  South  Dakota  Eainbow 
Company  and  that  the  location  of  its  principal  office  and  place  of 
business  is  at  the  city  of  Pierre,  county  of  Hughes,  in  the  said  state 
of  South  Dakota,  and  the  location  of  its  place  of  business  and  prin- 
cipal office  in  the  state  of  Montana  is  at  the  city  of  Butte,  county  of 
Silver  Bow. 

2.  The  amount  of  the  capital  stock  of  this  corporation  is  $1,000. 

3.  The  amount  of  the  capital  stock  actually  paid  in  in  money  is 
$100. 

4.  The  amount  of  capital  stock  paid  in  in  property  consists  of  7 
barrels  of  vari-hued  paints,  thoroughly  mixed  and  ready  for  immediate 
use,  and  1,000  paint  brushes,  made  of  the  best  imported  porcupine 
quills,  all  of  the  cash  value  of  $900. 

5.  The  assets  of  this  corporation  consist  wholly  of  the  said  7  barrels 
of  paint  and  the  said  1,000  paint  brushes,  all  of  the  actual  cash  value 
of  $1,000. 

6.  The  total  liabilities  of  this  corporation  are  $100,  consisting  of 
one  note  of  hand  payable  to  the  Pierre  National  Bank,  due  six  months 
from  date  with  interest  at  10  per  cent  from  date,  secured  by  chattel 
mortgage  on  said  7  barrels  of  paint  and  said  1,000  paint  brushes. 

(Subscribed    and   sworn   to   by  the   president   and   secretary   and 
attested  by  a  majority  of  the  board  of  directors.) 
§  6652. 

FOEM  803. 

Consent  to  be  Sued  and  Designation  of  Agent — Montana. 

State  of  South  Dakota,  County  of  Hughes,  ss  : 

We,  Samuel  C.  Polly,  president,  and  Zell  Guthrie,  secretary,  of  the 
South  Dakota  Eainbow  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  South  Dakota,  being  duly  sworn  upon  oath  do 
hereby  state  and  certify  that  the  said  corporation  has  consented,  and 
does  hereby  consent  to  be  sued  in  the  courts  of  the  state  of  Montana 
upon  all  causes  of  action  arising  against  it  in  said  state,  and  it  hereby 


586  CORPORATION    FORMS. 

further  consents  that  in  consideration  that  it  is  licensed  to  transact 
and  carry  on  its  business  in  the  said  state  of  Montana,  it  has  consented 
and  does  hereby  consent  that  service  of  process  may  be  made  upon  its 
resident  agent;  and  it  has  selected,  appointed  and  designated  John  B. 
Coppo,  a  citizen  of  the  state  of  Montana,  as  its  resident  agent 
upon  whom  process  may  be  served  as  aforesaid;  that  the  place  of 
residence  of  its  said  agent,  the  said  John  B.  Coppo,  is  the  city  of 
Butte,  county  of  Silver  Bow,  in  the  said  state  of  Montana ;  and  said 
corporation  hereby  consents  and  agrees  that  such  service  when  so  made 
upon  said  John  B.  Coppo,  its  said  agent,  shall  be  valid  service  on  the 
said  corporation ;  and  we  further  certify  and  state  that  the  said  agent, 
the  said  John  B.  Coppo,  is  a  resident  of  the  said  city  of  Butte,  county 
of  Silver  Bow,  the  principal  place  of  business  of  this  corporation  in  the 
said  state  of  Montana. 

Samuel  C.  Polly,  President. 

(Sworn  to.)  Zell  Guthrie,  Secretary. 

(The  designation  of  the  place  of  business  and  the  appointment 
of  the  resident  agent  may  be  shown  by  a  certified  copy  of  a  resolution 
of  the  board  of  directors.) 
§§  6653,  6740. 

FORM  804. 

Consent  of  Resident  Agent — Montana. 

To  the  Secretary  of  State  of  the  State  of  Montana : 

I,  the  undersigned,  having  been  appointed  and  selected  as  the  resi- 
dent agent  of  the  South  Dakota  Eainbow  Company,  a  corporation  or- 
ganized under  the  laws  of  South  Dakota,  and  proposing  to  transact 
and  carry  on  its  business  at  the  city  of  Butte,  County  of  Silver  Bow, 
State  of  Montana,  beg  leave  to  say  that  I  have  accepted  and  do  hereby 
accept  the  appointment  as  such  agent  and  that  I  am  now  resident 
agent  and  representative  of  the  said  corporation  and  that  the  principal 
office  and  place  of  business  of  said  corporation  is  at  700  Roosevelt  ave- 
nue, in  the  said  city  of  Butte,  county  of  Silver  Bow,  state  of  Montana. 

I  beg  to  state  further  that  I  have  filed  in  the  office  of  the  county 
clerk  of  the  said  office  at  Silver  Bow,  and  have  sent  to  the  said  cor- 
poration at  its  home  office  in  the  city  of  Pierre,  South  Dakota,  dupli- 
cates of  this  my  acceptance  of  the  appointment  as  such  agent  and 
representative.  John  B.  Coppo. 

(Duplicates  of  all  statements  and  affidavits  must  be  filed  with  the 
county  clerk  of  the  county  where  the  office  of  the  foreign  corporation 
is  located.) 

§  6755. 


FOREIGN    CORPORATIONS. 


FORM  805. 


587 


Application  for  Doing  Business  and  for  Occupation  Permit — 

Nebraska. 

The  undersigned,  The  Imported  Jersey  Cattle  Company,  a  corpo- 
ration organized  and  existing  under  the  laws  of  the  state  of  Illinois, 
with  its  principal  office  and  place  of  business  at  the  city  of  Spring- 
field, in  said  state,  hereby  makes  application  to  transact  and  carry  on 
its  business,  and  for  an  occupation  permit  to  do  business  as  a  corpora- 
tion in  the  state  of  Nebraska,  under  and  pursuant  to  the  provisions  of 
the  statutes  of  1909. 

For  the  purpose  of  securing  such  permission  and  such  occupation 
permit  the  undersigned  presents  herewith  and  files  with  the  secretary 
of  state  of  said  state  of  Nebraska,  a  duly  certified  copy  of  its  articles 
of  incorporation.  It  further  represents  and  shows  that  its  authorized 
capital  stock  is  $50,000. 

It  files  herewith  a  resolution  of  its  board  of  directors  duly  accept- 
ing the  provisions  of  the  laws  of  the  state  of  Nebraska  governing  cor- 
porations. 

It  also  files  herewith  a  statement  showing  the  location  of  its  prin- 
cipal office  in  the  said  state  of  Nebraska  and  its  resident  agent  and 
lawful  attorney  upon  whom  process  may  be  served. 

It  therefore  asks  that  it  may  be  granted  privilege  and  occupation 
permit  to  do  business  as  a  corporation  in  the  said  state  of  Nebraska. 

It  further  shows  that  Charles  A.  Jones  is  its  president  and  that 
James  Eeilly  is  its  secretary,  and  Robert  Matheng  is  its  treasurer. 

The  Imported  Jersey  Cattle  Co., 
By  Charles  A.  Jones,  President. 
§  6640  et  seq. 

FORM  806. 
Resolution  of  Directors  Accepting  Provisions  of  Law— Nebraska. 

Springfield,  III.,  January  20,  1910. 
to  a  meeting  of  the  board  of  directors  of  The  Imported  Jersey  Cat- 
tle Company  held  this  20th  day  of  January,  A.  D.  1910,  the  follow- 
ing resolution  was  unanimously  adopted : 

This  company  hereby  accepts  the  provisions  of  the  laws  of  the  state 
of  Nebraska  governing  corporations;  and  it  hereby  authorizes  and 
directs  its  president  and  secretary  to  make  application  to  the  secre- 
tary of  state  of  the  state  of  Nebraska  for  the  privilege  and  for  occu- 
pation permit  to  transact  and  carry  on  its  business  in  the  state  of 
Nebraska. 


588  CORPORATION   FORMS. 

I,  James  Reilly,  secretary  of  The  Imported  Jersey  Cattle  Company, 
a  corporation  organized  and  existing  under  the  laws  of  the  state  of 
Illinois,  do  hereby  certify  that  the  above  and  foregoing  is  a  full,  Uue 
and  correct  copy  of  a  resolution  adopted  by  the  board  of  directors  of 
said  company  at  a  meeting  at  its  office  at  the  city  of  Springfield,  Illi- 
nois, the  20th  day  of  January,  A.  D.  1910. 

In  witness  whereof  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  said  company  this  20th  day  of  January,  A.  D.  1910. 

James  Reilly,  Secretary, 
The  Imported  Jersey  Cattle  Company. 

§   6630. 

FORM  807. 
Designation  of  Office  and  Appointment  of  Agent — Nebraska. 

The  Imported  Jersey  Cattle  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  state  of  Illinois  with  its  principal  office 
at  the  city  of  Springfield  in  the  said  state  of  Illinois,  would  repre- 
sent and  show  to  the  secretary  of  state  of  the  state  of  Nebraska  and 
to  the  registrar  of  deeds  of  the  county  of  Lancaster,  in  the  said  state 
of  Nebraska  that  it  has  selected  and  designated,  and  does  hereby  se- 
lect and  designate  and  locate  a  branch  office  in  the  said  state  of  Ne- 
braska at  the  said  city  of  Lincoln,  county  of  Lancaster. 

It  further  represents  and  shows  that  the  name  of  its  agent  in 
charge  of  its  said  branch  office  is  Burt  C.  Enyart ;  and  we  do  hereby 
select,  appoint  and  designate  the  auditor  of  public  accounts  of  the 
state  of  Nebraska  our  agent  and  true  and  lawful  attorney  upon  whom 
all  lawful  process  in  any  action  or  proceeding  against  the  company 
may  be  served  in  like  manner  and  with  the  same  effect  as  if  the  com- 
pany existed  in  the  said  state  of  Nebraska. 

It  is  further  agreed  in  consideration  of  the  premises,  and  in  con- 
sideration that  this  corporation  is  permitted  to  transact  and  carry 
on  its  business  in  the  said  state  of  Nebraska,  that  any  lawful  process 
against  this  corporation  which  is  served  on  the  said  auditor  of  public 
accounts  as  said  attorney  shall  be  of  the  same  legal  force  and  validity 
as  if  served  on  the  corporation,  and  that  this  authority  shall  continue 
in  force  so  long  as  any  liability  remains  outstanding  against  this  cor- 
poration in  the  said  state  of  Nebraska. 

(Dated,  signed  and  acknowledged  by  the  president  and  secretary.) 
(A  copy  of  the  above  must  be  filed  with  the  registrar  of  deeds  in 
the  county  where  the  principal  office  is  located.) 

§§  6653,  6740,  6755. 


FOREIGN    CORPORATIONS.  589 

FORM  808. 

Annual  Statement — Nebraska. 

The  Imported  Jersey  Cattle  Company,  a  corporation  duly  organized 
and  existing  under  the  laws  of  the  state  of  Illinois  with  its  principal 
office  and  place  of  business  at  the  city  of  Springfield,  in  said  state,  and 
with  a  branch  office  and  doing  business  at  the  city  of  Lincoln,  in  the 
state  of  Nebraska,  would  make  and  present  to  the  attorney-general  of 
the  said  state  of  Nebraska  the  following  verified  annual  report  and 
statement,  for  the  year  ending  the  30th  day  of  June,  1909,  to  wit: 

1.  The  amount  of  the  capital  stock  of  this  corporation  is  $50,000, 
divided  into  500  shares  of  the  par  value  of  $100  each. 

2.  The  market  value  of  said  stock  is  its  par  value. 

3.  Of  said  capital  stock  $25,000  was  paid  in  cash  and  $25,000  was 
paid  by  transfer  of  100  head  of  imported  Jersey  cattle,  all  of  the 
value  of  $25,000,  estimated  and  appraised  under  and  pursuant  to  the 
laws  of  the  state  of  Illinois. 

4.  The  names  of  the  officers  and  directors  of  this  corporation  are  as 
follows : 

Charles  H.  Jones President 

James  Eeilly Secretary 

Robert  Matheng Treasurer 

James  A.   McGuire Director 

W.  B.  Rose Director 

George  Toby Director 

5.  During  said  year  this  corporation  has  paid  10  per  cent  in  divi- 
dends in  two  semi-annual  payments  of  5  per  cent  each,  one  on  the 
31st  day  of  December,  1908,  and  one  on  the  30th  day  of  June,  1909. 

6.  This  corporation  owns  no  stock  of  any  other  corporation,  joint 
stock  company  or  other  association. 

7.  No  stock  of  this  corporation  is  owned  or  held  by  any  other  cor- 
poration, joint  stock  company  or  association. 

Sworn  to  by  the  president  and  treasurer,  general  manager  and  a 
majority  of  the  board  of  directors. 
§  6652. 

FORM  809. 

Undertaking  Filed  With  Attorney-General — Nebraska. 

The  undersigned,  the  officers,  general  managers  and  directors  of  The 
Imported  Jersey  Cattle  Company,  a  corporation  duly  organized  and 
existing  under  the  laws  of  the  state  of  Illinois,  with  its  principal  office 
and  place  of  business  at  the  city  of  Springfield,  in  said  state,  and 


590  CORPORATION    FORMS. 

having  a  branch  office  and  transacting  business  at  the  city  of  Lincoln, 
county  of  Lancaster,  in  the  said  state  of  Nebraska,  hereby  undertakes 
to  and  with  the  said  state  of  Nebraska  by  its  representative  or  attor- 
ney-general of  the  state,  that  it  will  comply  with  the  provisions  of  all 
the  laws  of  the  state  of  Nebraska  governing  corporations  in  the  man- 
agement of  the  affairs  of  said  corporation  in  the  said  state  of  Nebraska. 
(This  must  be  dated  on  or  before  the  30th  day  of  June  of  each  year 
and  signed  by  the  officers,  general  managers,  and  directors.) 

§  6640  et  seq. 

FORM  810. 

Application  for  Doing  Business — Nevada. 

To  the  Secretary  of  State  of  the  State  of  Nevada : 

The  Teddy  Mining  Company,  a  corporation  duly  organized  and 
existing  under  the  laws  of  the  state  of  New  Jersey,  hereby  makes  ap- 
plication for  transacting  and  carrying  on  its  business  in  the  state  of 
Nevada,  and  it  tenders  for  filing,  and  does  file  herewith  a  certified 
copy  of  its  articles  of  incorporation. 

It  further  shows  that  it  has  filed  with  the  county  clerk  of  the  county 
of  Washoe  a  duplicate  of  said  certified  copy  of  its  articles  of  incor- 
poration, and  that  it  has  also  filed  a  like  duplicate  authenticated  copy 
of  its  articles  of  incorporation  in  the  county  recorder's  office  of  the 
said  county  of  Washoe,  with  a  list  of  its  officers  thereto  annexed  and 
that  the  officers  so  named  and  certified  were  duly  elected  as  such  on 
the  10th  day  of  January,  A.  D.  1910,  to  serve  for  the  ensuing  year, 
and  that  they  are  now  the  regularly  elected  and  duly  acting  officers  of 
the  said  corporation,  to  wit : 

Eugene  Gibney President 

Henry  E.  Wald Vice-President 

Louis  W.  Gerrick Secretary 

John  D.  Duffy Treasurer 

Clinton  E.  Fish Director 

Otto  F.  Seggel Director 

Joseph   Parker Director 

It  further  shows  that  it  has  appointed  a  resident  agent  and  files 
herewith  an  authenticated  certificate  giving  the  name  and  address  of 
such  agent  and  the  consent  of  this  corporation  that  legal  process 
against  this  corporation  may  be  served  on  such  agent. 

It  therefore  asks  that  it  may  be  permitted  to  transact  and  carry  on 
its  business  in  the  said  state  of  Nevada. 

The  New  Jersey  Teddy  Mining  Company, 
By  Eugene  Gibney,  President. 


FOREIGN    CORPORATIONS.  591 

FORM  811. 
Designation  of  Office  and  Agent — Nevada. 

State  of  New  Jersey,  County  of  Hudson,  ss  : 

The  Teddy  Mining  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  New  Jersey  with  its  principal  office  at 
the  city  of  Jersey  City,  in  said  state,  and  doing  business  in  the  state 
of  Nevada,  does  hereby  certify  to  the  secretary  of  state  of  the  state  of 
Nevada  that  it  has  established  and  does  now  maintain  an  office  and  a 
place  of  business  at  the  city  of  Eeno,  county  of  Washoe,  in  said  state 
of  Nevada,  and  that  it  has  appointed,  selected  and  designated,  and 
does  hereby  appoint,  select  and  designate  William  A.  Fogg  its  resident 
agent,  residing  at  the  said  city  of  Reno,  county  of  Washoe,  in  said 
state  as  its  resident  agent  upon  whom  legal  process  in  any  action 
arising  against  this  corporation  out  of  or  connected  with  its  business 
in  the  said  state  of  Nevada  may  be  served ;  and  in  consideration  that 
this  corporation  is  permitted  to  carry  on  and  transact  its  business  in 
said  state  of  Nevada,  it  hereby  consents  and  agrees  that  service  of 
process  in  any  action  against  it  in  said  state  may  be  served  on  said 
agent,  and  that  such  service  shall  be  legal  and  binding  on  this  cor- 
poration. 

(Signed  by  officers  or  certified  by  secretary.) 
(Foreign  corporations  doing  business  in  Nevada  are  required  to 
publish  in  a  daily  newspaper  in  the  state  during  the  month  of  January 
of  each  year  a  statement  of  the  business  for  the  preceding  year  and  to 
file  a  copy  thereof  with  the  assessor  of  the  county  in  which  it  does 
business.) 

§§  6653,  6740,  6755. 

FORM  812. 

Application  for  Doing  Business— New  Hampshire. 

(Foreign  corporations  other  than  banking,  insurance,  railroad, 
surety  companies,  building  and  loan  associations,  and  fraternal  bene- 
ficiary societies,  and  corporations  organized  for  hunting,  fishing  and 
recreation,  may  do  business  in  New  Hampshire  without  license  or  re- 
striction.) 

FORM  813. 
Application  for  Doing  Business — New  Jersey. 

To  the  Secretary  of  State  of  the  State  of  New  Jersey : 

The  Rocky  Beach  Transportation  Company,  a  corporation  organ- 
ized and  existing  under  the  laws  of  the  state  of  New  York,  in  ac- 


592  CORPORATION   FORMS. 

eordance  with  the  provisions  of  an  act  of  the  legislature  of  the  said 
state  of  New  Jersey,  entitled  "An  Act  Concerning  Corporations"  (Re- 
vision of  1896)  hereby  makes  application  for  the  privilege  of  trans- 
acting business  in  the  state  of  New  Jersey,  and  hereby  states  and 
certifies  as  follows: 

1.  That  the  paper  and  instrument  hereto  attached  is  a  full,  true 
and  correct  copy  of  its  certificate  of  organization  filed  with  the  secre- 
tary of  state  of  the  said  state  of  New  Jersey,  and  which  copy  is  duly 
attested  by  the  president  and  secretary  of  this  corporation  under  its 
corporate  seal. 

2.  The  total  amount  of  capital  stock  which  this  corporation  is  au- 
thorized to  issue  is  $300,000,  and  that  the  amount  actually  subscribed 
is  $250,000. 

3.  The  character  of  business  which  this  corporation  is  to  transact 
in  the  said  state  of  New  Jersey  is  the  transportation  by  ferry  boats, 
launches,  yachts  and  other  water  crafts,  of  passengers,  travelers,  ex- 
cursionists, pleasure  seekers  and  the  public  generally  to  the  city  of 
New  York  and  especially  to  its  pleasure  resort  at  Rocky  Beach  on 
Long  Island  in  said  state  of  New  York. 

4.  The  place  within  the  said  city  of  New  York  which  now  is  and 
is  to  be  its  principal  place  of  business,  is  No.  1  Water  street,  in  the 
city  of  Jersey  City,  in  the  said  state  of  New  Jersey. 

5.  John  W.  Ziegen,  of  full  age,  and  an  actual  resident  of  the  said 
state  of  New  Jersey,  whose  residence  and  abode  is  at  No.  5  Water 
street,  in  said  city  of  Jersey  City,  in  the  said  state  of  New  Jersey, 
and  that  the  office  of  the  agent  is  at  the  said  principal  place  of  busi- 
ness of  this  corporation  in  the  said  city  of  Jersey  City,  to  wit :  No.  1 
Water  street. 

In  witness  whereof,  the  said  corporation  has  caused  these  presents 
to  be  signed  by  its  president  and  attested  by  its  secretary,  with  its 
corporate  seal  hereto  affixed,  on  this  10th  day  of  January,  A.  D.  1910. 
The  Rocky  Beach  Transportation  Company, 
Attest :  By  Charles  May,  President. 

William  P.  Quinn,  Secretary. 
(Seal.) 
§§  6640  et  seq.,  6653,  6740,  6755. 

FORM  814. 

Annual  Report — New  Jersey. 

The  Rocky  Beach  Transportation  Company,  a  corporation  organ- 
ized under  the  laws  of  the  state  of  New  York,  does  hereby  make  and 


FOREIGN    CORPORATIONS.  593 

submit  the  following  report  pursuant  to  and  in  compliance  with  the 
act  of  the  legislature  of  New  Jersey,  entitled  "An  Act  Concerning  Cor- 
porations" (Revision  of  1896),  and  the  various  acts  amendatory 
thereof  and  supplemental  thereto  and  show  the  following: 

1.  The  name  of  this  corporation  is  the  Rocky  Beach  Transporta- 
tion Company. 

2.  The  location  of  the  registered  office  is  at  No.  1  Water  street, 
city  of  Jersey  City,  state  of  New  Jersey,  and  John  W.  Ziegen  is  the 
agent  upon  whom  process  may  be  served  at  the  said  office  of  this  com- 
pany. 

3.  The  character  of  the  business  of  this  corporation  is  the  carrying 
and  transporting  of  passengers,  travelers,  excursionists,  pleasure  seek- 
ers and  the  public  generally. 

4.  The  amount  of  the  authorized  capital  stock  is  $300,000,  the 
amount  actually  issued  and  outstanding  is  $250,000. 

5.  The  names  and  addresses  of  all  the  directors  and  officers  and  the 
term  when  the  office  of  each  expires  are  as  follows : 

Names  of  Directors.  Addresses.  Expiration  of  Term. 


Names  of  Officers.  Addresses.  Expiration  of  Term. 

President, 

Vice-Pres., 

Sec, 

Treas., 


6.    The  next  regular  annual  meeting  of  the  stockholders  for  the 

election  of  directors  is  to  be  held  on  the  first  Monday  of  January,  1911. 

(Signed  by  the  president  and  secretary.) 
§  6652. 

FORM  815. 

Annual  Report  to  State  Board  of  Assessors — New  Jersey. 

The  Rocky  Beach  Transportation  Company,  a  corporation  organ- 
ized under  and  pursuant  to  the  laws  of  the  state  of  New  York  and 
doing  business  in  the  said  state  of  New  Jersey,  would  make  and  sub- 
mit to  the  state  board  of  assessors  of  the  said  state  of  New  Jersey  its 
annual  report  and  files  herewith  its  answers  to  the  questions,  and  in- 
terrogatories propounded  by  the  state  board  of  assessors  as  follows : 

1.  Date  of  incorporation.   June  1,  1905. 

2.  Principal  office  in  New  Jersey.    City  of  Jersey  City. 

38— Thomp.  Corp.  VII. 


594  CORPORATION    FORMS. 

3.  Name  of  agent  in  charge.  John  W.  Ziegen.  Charles  May,  presi- 
dent; William  Quinn,  secretary;  Robert  H.  Hutchins,  treasurer. 

The  said  corporation  herewith  reports  and  shows  the  existing  con- 
dition of  said  corporation  on  the  1st  day  of  January,  1910,  and  makes 
answer  to  each  of  the  following  questions : 

1.  What  is  the  amount  of  your  capital  stock  authorized?  $300,000. 

2.  Into  how  many  shares  is  it  divided  ?  3,000. 

3.  How  many  shares  are  fully  paid  in  either  in  cash  or  by  property 
purchased  ?   2,500. 

4.  How  many  shares  are  partially  paid?   250. 

5.  What  is  the  amount  of  your  capital  stock  issued?   $275,000. 

6.  What  is  the  nature  of  the  business  of  your  company?  Carrying 
and  transporting  all  passengers,  travelers,  pleasure  seekers,  excursion- 
ists, and  the  public  generally. 

7.  Is  your  corporation  engaged  in  manufacturing  or  mining?  Nei- 
ther. 

8.  If  so,  state  where?  Not  engaged  in  either  manufacturing  or 
mining. 

9.  What  is  the  total  amount  of  your  capital  stock  invested  in  manu- 
facturing or  mining?    None. 

10.  What  is  the  amount  of  your  capital  stock  employed  in  manu- 
facturing or  mining  in  New  Jersey  ?  None. 

11.  What  is  the  local  assessed  valuation  of  your  corporation's  real 
and  personal  estate  used  in  manufacturing  or  mining  in  New  Jersey  ? 
This  corporation  has  real  estate  in  New  Jersey  assessed  at  $10,000 
and  personal  property  assessed  at  $1,000,  employed  and  used  by  it  in 
carrying  on  and  transacting  its  business. 

I,  the  undersigned,  do  hereby  certify  as  president  of. the  Rocky 
Beach  Transportation  Company  that  the  foregoing  is  correct  and  true. 

(Signed  and  sworn  to  by  the  president.) 
§  6652. 

FORM  816. 

Application  for  Doing  Business — New  Mexico. 

To  the  Secretary  of  the  Territory  of  New  Mexico : 

The  Blue  Zinc  Mining  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  Missouri  hereby  applies  for  the  privi- 
lege of  transacting  and  carrying  on  its  business  in  the  Territory  of  New 
Mexico,  and  it  tenders  herewith  and  files  in  the  office  of  the  secretary 
of  the  said  territory  a  duly  authenticated  copy  of  its  articles  of  incor- 
poration, properly  certified  by  the  secretary  of  state  of  the  state  of 
Missouri. 


FOREIGN    CORPORATIONS.  595 

It  would  further  show  that  its  authorized  capital  stock  is  $100,000, 
all  of  which  has  been  issued  and  fully  paid. 

It  would  further  show  that  it  desires  to  engage  in  the  business  of 
mining  for  zinc  and  lead  in  the  said  territory  of  New  Mexico. 

It  also  files  herewith  a  statement  showing  the  selection  of  its  princi- 
pal office  and  the  designation  of  a  resident  agent  with  his  place  of 
abode,  upon  whom  process  against  the  corporation  may  be  served. 

It  therefore  asks  that  it  may  be  permitted  to  transact  and  carry  on 
business  in  the  territory  of  New  Mexico. 

Blue  Zinc  Mining  Company, 
By  John  Dolan,  President. 
§  6640  et  seq. 

FORM  817. 

Designation  of  Office  and  Agent — New  Mexico. 

State  of  Missouri,  County  of  Jasper,  ss  : 

The  Blue  Zinc  Mining  Company,  desiring  to  transact  business  in 
the  territory  of  New  Mexico,  hereby  selects  and  designates  the  city  of 
Silver  City,  county  of  Grant,  in  said  territory  as  the  place  of  the  loca- 
tion of  its  principal  office  in  said  territory,  and  it  hereby  selects,  ap- 
points and  designates  Frank  W.  Vellocott  as  its  resident  agent,  and  as 
a  person  of  full  age  who  actually  resides  in  the  said  territory  of  New 
Mexico,  and  that  his  place  of  abode  is  at  the  said  city  of  Silver  City, 
in  said  county  of  Grant,  and  this  corporation  hereby  stipulates  and 
agrees  that  any  and  all  legal  process  against  this  corporation  in  said 
territory  of  New  Mexico  may  be  served  upon  the  said  Frank  W.  Vello- 
cott as  such  agent ;  and  in  consideration  that  this  corporation  is  per- 
mitted to  do  business  in  said  territory  of  New  Mexico  it  hereby  con- 
sents and  agrees  that  any  writ  of  process  in  any  action  or  proceeding 
against  this  corporation  in  the  said  territory  of  New  Mexico  that  may 
be  served  upon  the  said  resident  agent  shall  be  as  valid  and  binding  as 
that  served  on  this  corporation  and  as  though  this  corporation  were  a 
domestic  corporation  located  and  doing  business  at  said  city  of  Silver 
City,  in  said  territory. 

In  witness  whereof,  the  said  Blue  Zinc  Mining  Company  has  caused 
its  name  to  be  affixed  hereto  by  its  president,  attested  by  its  secretary, 
and  its  corporate  seal  affixed  this  10th  day  of  January,  A.  D.  1910. 

Blue  Zinc  Mining  Company, 
Attest :  By  John  Dolan,  President. 

J.  S.  Osborn,  Secretary. 

§§  6653,  6740,  6755. 


596  CORPORATION    FORMS. 

FOEM  818. 
Application  for  Doing  Business — New  York. 

To  the  Secretary  of  State  of  the  State  of  New  York : 

The  Oriental  Transportation  Company,  a  corporation  organized  un- 
der and  pursuant  to  the  laws  of  the  state  of  Maine,  having  its  principal 
office  at  the  city  of  Augusta,  county  of  Kennebec  in  said  state,  hereby 
makes  application  to  the  secretary  of  state  of  the  state  of  New  York, 
for  permission  to  transact  and  carry  on  its  business  in  the  state  of  New 
York,  and  it  files  herewith  in  the  office  of  the  secretary  of  state  a  sworn 
copy  in  the  English  language  of  its  certificate  of  incorporation. 

It  also  files  herewith  a  statement  under  its  corporate  seal  by  its 
president  setting  forth  particularly  the  objects  of  this  corporation 
and  a  statement  showing  the  place  within  the  state  of  New  York 
where  its  principal  place  of  business  is  to  be  located  and  designating 
a  person  upon  whom  process  may  be  served. 

It  therefore  asks  that  it  may  be  permitted  and  that  a  license  may  be 
granted  it  to  transact  and  carry  on  its  business  in  the  state  of  New 
York.  Oriental  Transportation  Company, 

(Seal.)  By  T.  J.  Lynch,  President. 

Attest : 

H.  W.  True,  Secretary. 

§  6640  et  seq. 

FORM  819. 

Character  of  Business  and  Designation  of  Office  and  Agent — 

New  York. 

State  of  Maine,  County  of  Kennebec,  ss  : 

The  Oriental  Transportation  Company,  a  corporation  organized 
under  the  laws  of  the  state  of  Maine,  does  hereby,  in  connection  with 
and  as  a  part  of  this  application  for  doing  business  in  the  state  of  New 
York,  and  pursuant  to  the  provisions,  of  Section  16  of  the  General 
Corporation  Law  of  the  said  state  make  to  the  secretary  of  state  of 
the  said  state  of  New  York,  the  following  statement  and  designation : 

1.  That  the  character  of  the  business  which  this  corporation  pro- 
poses to  carry  on  in  the  city  of  New  York  is  the  owning  and  main- 
taining of  steamboats,  steamships  and  other  water  crafts,  and  docks, 
wharves,  passenger  stations  and  other  necessary  buildings  in  the  trans- 
portation of  passengers,  travelers  and  the  public  generally  from  the 
city  of  New  York  to  all  foreign  countries  and  places  and  ports  in 
the  state  of  New  York  and  on  the  American  continent. 


FOREIGN    CORPORATIONS.  597 

2.  That  its  principal  office  and  place  of  business  in  the  state  of 
New  York  is  to  be  in  the  city  of  New  York,  county  of  New  York, 
state  of  New  York. 

3.  That  this  corporation  hereby  disignates  John  H.  Choate  its 
agent  and  lawful  attorney,  who  has  an  office  and  place  of  business  at 
No.  4900  Hellgate  street,  in  the  said  city  of  New  York,  whose  written 
consent  to  such  designation,  duly  signed  and  acknowledged,  is  here- 
unto annexed  and  filed  herewith,  as  a  person  upon  whom  any  legal 
process  or  summons  or  other  paper  whereby  any  action  or  special  pro- 
ceeding is  commenced  in  any  court  or  before  any  officer  in  the  said 
state,  except  a  proceeding  to  punish  for  contempt,  and  except  where 
special  provision  for  the  service  thereof  is  authorized  and  made  by  law, 
may  be  served  for  this  corporation  within  said  state. 

4.  This  corporation  has  not  been  engaged  in  business  in  the  state 
of  New  York  for  one  year  last  past. 

In  witness  whereof,  the  said  corporation  has  caused  this  instrument 
to  be  executed  and  its  name  affixed  hereto  by  its  president,  attested  by 
its  secretary  and  the  corporate  seal  affixed  this  25th  day  of  January, 
A.  D.  1910.  Oriental  Transportation  Company, 

(Seal.)  By  T.  J.  Lynch,  President. 

Attest : 

H.  W.  True,  Secretary. 

(Proved  by  some  competent  officer) 

§§  6652,  6653,  6740. 


FORM  820. 

Consent  to  Agent — New  York. 

State  of  New  York,  City  and  County  of  New  York,  ss: 
To  the  Secretary  of  State  of  the  State  of  New  York : 

I,  John  H.  Choate,  the  person  designated  in  the  certificate  of  desig- 
nation by  the  Oriental  Transportation  Company  as  its  resident  agent 
in  the  state  of  New  York,  and  as  the  person  upon  whom  process  against 
said  corporation  may  be  served  within  the  said  state  of  New  York, 
hereby  consent  to  said  designation,  and  that  process  against  said  cor- 
poration may  be  served  upon  me  within  the  said  state  of  New  York. 

I  further  certify  and  say  that  my  place  of  business  is  4900  Hellgate 
street,  in  said  city  of  New  York.  John  H.  Choate. 

(Acknowledgment. ) 

§  6755. 


598  CORPORATION    FORMS. 

FORM  821. 

Capital  Stock  Report — New  York. 

To  the  Comptroller  of  the  State  of  New  York : 

The  Oriental  Transportation  Company,  a  corporation  organized 
under  the  laws  of  the  state  of  Maine,  by  T.  J.  Lynch,  its  president, 
hereby  makes  and  submits,  the  following  annual  report  for  the  year 
ending  October  31,  1909,  pursuant  to  the  provisons  of  Section  182, 
Chapter  60,  of  Consolidated  Laws  of  the  said  state  of  New  York. 

1.  The  last  preceding  report  made  by  this  company  to  the  comp- 
troller of  the  state  of  New  York  and  under  the  provisions  of  the  above 
statute  was  for  the  year  ending  October  31,  1908. 

2.  This  corporation  was  organized  on  the  1st  day  of  October,  1901, 
under  the  laws  of  the  state  of  Maine. 

3.  This  company  began  business  in  the  state  of  New  York  on  the 
1st  day  of  October,  1906. 

4.  The  authorized  capital  stock  of  this  company  is  $1,000,000. 

5.  The  number  of  shares  of  stock  authorized  by  this  company : 
common,  7,000,  preferred,  3,000. 

6.  The  number  of  shares  of  stock  issued :  common,  6,000,  preferred, 
2,000. 

7.  The  par  value  of  each  share  is  as  follows :  common  stock,  $100, 
preferred  stock,  $100. 

8.  The  amount  paid  into  the  treasury  of  this  company  on  each 
share :  common  stock,  $70  per  share,  being  a  total  of  $420,000 ;  pre- 
ferred stock,  $100  per  share,  being  a  total  of  $200,000. 

9.  The  amount  of  capital  stock  issued  for  cash,  $620,000. 

10.  The  amount  of  capital  stock  issued  for  good  will,  copyrights, 
brands,  bonds,  trade  marks,  formula?,  services,  etc.,  other  than  cash 
or  property:  nothing. 

11.  The  amount  of  common  stock  on  which  dividends  were  de- 
clared :  $420,000. 

12.  The  amount  and  date  of  each  dividend  on  common  stock:  3 
per  cent  January  1,  1909;  2  per  cent  July  1,  1909. 

13.  Eate  per  cent  per  annum  of  dividends  on  common  stock :  5  per 
cent. 

14  .  Of  preferred  stock  on  which  dividends  were  declared  :  $200,000. 

15.  Amount  and  date  of  each  dividend  on  preferred  stock:  3  per 
cent  January  1,  1909 ;  3  per  cent  July  1,  1909. 

16.  Rate  per  cent  per  annum  of  dividends  on  preferred  stock:  6 
per  cent. 

17.  Nature  of  business  in  state  of  New  Jersey:   Transacted  a  gen- 


FOREIGN    CORPORATIONS.  599 

eral  transportation  business  by  water  by  means  of  steamboats,  steam- 
ships, steam  launches  and  other  water  crafts,  by  carrying  passengers 
and  freight  from  its  docks  and  wharves,  freight  houses  and  passenger 
stations  to  all  foreign  countries  and  ports  and  to  various  points,  places 
and  ports  in  the  state  of  New  York  and  other  such  places  on  the  Amer- 
ican continent. 

18.  (a)  The  said  business  was  conducted  and  carried  on  at  4900 
Hellgate  street. 

(b)  The  present  postoffice  address  of  this  corporation  in  the  state 
of  New  York  is  4900  Hellgate  street,  city  of  New  York.  The  present 
postoffice  address  of  the  home  or  principal  office  is  325  Water  street, 
city  of  Augusta,  county  of  Kennebec,  state  of  Maine. 

19.  The  average  value  of  stock  in  trade  carried  in  the  city  of  New 
York  during  the  year  ending  October  31,  1909,  including  all  steam- 
boats, steamships  and  water  crafts  of  all  kinds  and  descriptions, 
$500,000. 

20.  Average  monthly  bank  balance  employed  in  the  state  of  New 
York  during  the  year  ending  October  31,  1909 :  $100,000. 

21.  Average  value  of  bills  and  accounts  receivable  in  the  state  of 
New  York  during  the  year  ending  October  31,  1909 :  $20,000. 

22.  Average  value  of  shares  of  stock  of  other  corporations  doing 
business  in  the  state  of  New  York  and  owned  by  this  company  during 
the  year  ending  October  31,  1909 :  nothing. 

23.  Average  valuation  of  personal  property  including  bonds,  loans 
on  call  and  other  financial  securities  employed  in  the  state  of  New 
York  other  than  heretofore  mentioned  during  the  year  ending  October 
31,  1910 :  nothing. 

24.  Capital  invested  in  real  estate  located  in  the  state  of  New  York 
during  the  year  ending  October  31,  1910 :  $200,000,  and  said  real 
estate  is  situate  at  said  4900  Hellgate  street,  city  of  New  York. 

25.  Total  assets  above  enumerated  located  in  the  state  of  New  York 
during  the  year  ending  October  31,  1910 :  $820,000. 

26.  Average  valuation  of  stock  in  trade  carried  outside  the  city  of 
New  York  during  the  year  ending  October  31,  1909 :  $1,000. 

27.  Average  monthly  bank  balance  employed  outside  of  the  state  of 
New  York  during  the  year  ending  October  31,  1909  :  nothing. 

28.  Average  value  of  bills  and  accounts  receivable  outside  of  the 
state  of  New  York  during  the  year  ending  October  31,  1909 :  nothing. 

29.  Average  value  of  shares  of  stock  owned  by  this  corporation, 
where  such  corporations  are  doing  business  wholly  outside  of  the  state 
of  New  York :  nothing. 

30.  Average  value  of  personal  property,  including  bonds,  loans  on 


600  CORPORATION    FORMS. 

call  and  other  financial  securities  employed  outside  of  the  state  of 
New  York  other  than  heretofore  mentioned  during  the  year  ending 
October  31,  1909  :  nothing. 

31.  Capital  invested  in  real  estate  located  outside  of  the  state  of 
New  York  during  the  year  ending  October  31,  1909 :  nothing. 

32.  Total  of  assets  located  outside  of  the  state  of  New  York  during 
the  year  ending  October  31,  1909 :  $1,000. 

Liabilities. 

Bonds Nothing. 

Mortgages  not  secured  by  bonds " 

Bills  payable « 

Accounts    payable « 

Other  liabilities,  including  capital  stock " 

Total  liabilities Nothing. 

33.  The  highest  bona  fide  price  at  which  stock  sold  during  the  year 
ending  October  31,  1909 :  preferred,  $1.03  ;  common,  $1.05. 

34.  Lowest  bona  fide  price  at  which  stock  sold  during  the  year  end- 
ing October  31,  1909 :  preferred,  .99  ;  common,  .99. 

35.  Percentage  of  the  capital  stock  of  the  company  employed  in  the 
state  of  New  York  during  the  year  ending  October  31,  1909,  in  manu- 
facturing and  in  the  sale  of  the  product  of  such  manufacture ;  none 
in  manufacturing  and  in  the  sale  of  such  manufacture;  but  100  per 
cent  in  the  transaction  and  carrying  on  of  the  business  of  this  corpora- 
tion as  hereinbefore  set  out. 

36.  Are  your  goods  manufactured  for  you  by  others  ?    No. 

37.  Do  you  operate  a  factory?    No. 

38.  The  undersigned,  being  the  president  of  the  above  named  cor- 
poration, estimates  and  appraises  the  capital  stock  of  said  company  as 
follows :  6,000  shares  of  common  stock  of  $100  per  share,  amounting 
to  a  total  of  $600,000;  2,000  shares  of  preferred  stock  at  $100,  which 
amounts  to  $200,000.  All  of  the  value  of  $800,000. 

(Signed  and  sworn  to  by  the  president.) 
§  6652. 

FOEM  822. 

Statement  and  Answers  to  Questions — New  York. 

The  Oriental  Transportation  Company,  a  corporation  organized 
under  the  laws  of  the  state  of  Maine,  and  doing  business  in  the  state 
of  New  York,  makes  the  following  statement  and  affidavit,  claiming 


FOREIGN    CORPORATIONS.  601 

exemption  from  making  reports  and  the  payment  of  tax  as  levied  and 
assessed  under  Chapter  60,  Consolidated  Laws  of  the  state  of  New 
York: 

1.  The  full  name  of  this  corporation  is  the  Oriental  Transporta- 
tion Company. 

2.  The  name  and  title  of  the  officer  making  this  statement  is  T.  J. 
Lynch,  President. 

3.  Under  what  law  of  what  state  or  country  organized  or  formed? 
Under  the  laws  of  the  state  of  Maine. 

4.  Date  of  organization?    October  1,  1906. 

5.  For  what  purpose?  (Here  state  purposes  as  named  in  the 
charter.) 

6.  Nature  of  the  business  now  transacted?  The  transportation  of 
passengers  and  freight  from  the  city  of  New  York  to  foreign  places 
and  ports  and  to  cities  and  ports  in  the  state  of  New  York  and  other 
like  places  on  the  American  continent. 

7.  If  a  mining  company,  state  where  the  mines  are  located.  Not 
a  mining  company. 

8.  If  an  agricultural  company,  state  where  the  company's  plant  is 
situated.    Not  an  agricultural  company. 

9.  If  a  manufacturing  company,  state  where  factory  is  located. 
Not  a  manufacturing  company. 

10.  Does  the  company  maintain,  own  or  operate  a  mining  plant 
or  factory  ?    It  has  neither. 

11.  Does  the  company  actually  manufacture  within  the  state  of 
New  York  all  the  goods,  wares  or  merchandise  sold  by  the  company  in 
its  business  in  this  state?     It  does  no  manufacturing. 

12.  Does  the  company  lease  to  other  parties  the  right  to  manufac- 
ture goods  sold  by  it  ?    It  does  not  manufacture  or  sell  goods. 

13.  Does  the  company  cause  any  of  its  products  to  be  manufactured 
by  any  other  person,  partnership,  association  or  corporation  within  or 
without  this  state  that  it  uses  or  sells  within  this  state  ?  It  does  not 
manufacture  or  cause  to  be  manufactured  or  sell  any  manufactured 
articles. 

14.  Location  of  main  business  office  of  the  company.  4900  Hell- 
gate  street,  city  of  New  York. 

15.  What  percentage  of  the  company's  entire  capital  is  actually 
employed  in  New  York  state  in  (a)  conducting  its  manufacturing? 
None,     (b)  the  operation  of  mining  ores?   No  part. 

16.  Eemarks:  As  has  been  stated,  this  corporation  conducts  a 
general  water  transporting  business,  carrying  passengers,  travelers, 


602  CORPORATION    FORMS. 

excursionists,  as  well  as  all  kinds  of  freight  by  water  to  and  from  the 
city  of  New  York,  state  of  New  York  to  any  and  all  other  points, 
ports,  and  places.  (Subscribed  and  sworn  to.) 

§  6652. 

FORM  823. 

Annual  Report — New  York. 

To  the  Secretary  of  State  of  the  State  of  New  York,  City  of  Albany, 

New  York: 

The  Oriental  Transportation  Company,  a  corporation  duly  organ- 
ized and  existing  under  the  laws  of  the  state  of  Maine  and  doing 
business  in  the  state  of  New  York  hereby  makes  the  following  report 
for  the  year  ending  January  1,  1909,  pursuant  to  Section  34  of  the 
Stock  Corporation  Law  of  the  state  of  New  York : 

1.  The  amount  of  its  capital  stock  is  $1,000,000. 

2.  The  exact  amount  of  such  capital  stock  actually  issued  is 
$800,000. 

3.  The  amount  of  stock  issued  for  property  purchased  is  nothing. 

4.  The  amount  of  its  debts  does  not  exceed  the  sum  of  $50,000. 

5.  The  amount  of  its  assets  is  at  least  the  sum  of  $820,000. 

6.  The  names  and  addresses  of  all  the  directors  and  officers  are 
as  follows : 

Names.  Directors.  Addresses. 


J.  T.  Lynch,  president,  480  Main  street,  New  York,  N.  Y. 

L.  M.  Poole,  vice-president,  200  Broadway,  New  York,  N.  Y. 

H.  M.  True,  secretary,  300  Randolph  street,  New  York,  N.  Y. 

H.  T.  Wright,  treasurer,  800  West  81st  street,  New  York,  N.  Y. 

7.    John  H.  Choate,  whose  address  is  4900  Hellgate  street,  city  of 

New  York,  is  the  person  designated  in  the  manner  prescribed  by  the 

Code  of  Civil  Procedure  as  agent  and  person  upon  whom  process 

against  this  corporation  may  be  served  in  the  said  state  of  New  York. 

(Signed  by  the  president.) 
§  6652. 

FORM  824. 

Application  for  Doing  Business — North  Carolina. 

To  the  Secretary  of  State  of  the  State  of  North  Carolina : 

The  Newark  Condensed  Milk   Company,  a  corporation  organized 


FOREIGN    CORPORATIONS. 


603 


and  existing  under  the  laws  of  the  state  of  Ohio,  hereby  makes  appli- 
cation for  the  transaction  of  its  business  in  the  state  of  North  Car- 
olina, and  for  that  purpose  submits  the  following  statements  in  com- 
pliance with  the  provisions  of  Section  1194  of  the  Eevision  of  1905  of 
the  Statutes  of  North  Carolina,  to  wit : 

1.  The  name  of  this  corporation  is  the  Newark  Condensed  Milk 

Company. 

2.  The  location  and  the  registered  office  and  principal  place  of  busi- 
ness is  No.  300  Bovine  street,  in  the  said  city  of  Newark,  county  of 
Licking,  state  of  Ohio,  and  the  location  of  its  principal  office  and  place 
of  business  in  North  Carolina  is  at  No.  200  Durham  street,  city  of 
Greensboro,  county  of  Guilford,  North  Carolina,  and  John  M.  Staples 
is  the  resident  agent,  selected  and  appointed  by  this  company  upon 
whom  process  may  be  served. 

3.  The  character  of  the  business  of  this  corporation  is  the  buying 
and  manufacturing  of  milk  into  condensed  milk,  and  of  condensing, 
bottling  and  selling  condensed  milk. 

4.  The  amount  of  the  capital  stock  is  $25,000,  and  the  amount 
actually  issued  and  outstanding  is  $25,000. 

5.  The  names  and  addresses  of  all  the  directors  and  officers  and 
the  term  when  the  office  of  each  expires  is  as  follows : 

Names.  Addresses.  Expiration  of  term. 

Daniel  W.  Wood,  Newark,  Ohio,  January  1,  1911. 
Asa  S.  Mitchell,  Newark,  Ohio,  January  1,  1911. 
C.  H.  Follett,  Newark,  Ohio,  January  1,  1912. 

B.  G.  Smythe,  Newark,  Ohio,  January  1,  19 12. 
Frank  A.  Bolton,  Newark,  Ohio,  January  1,  1913. 
E.  S.  Randolph,  Newark,  Ohio,  January  1,  1913. 

Officers. 
Daniel  W.  Wood,  president,  January  1,  1911. 
Asa  S.  Mitchell,  vice-president,  January  1,  1911. 

C.  H.  Follett,  treasurer,  January  1,  1911. 
H.  D.  Baker,  secretary,  January  1,  1911. 

(Signed  by  the  president  and  secretary.) 

§  6640  et  seq. 

FORM  825. 

Annual  Statement— North  Carolina. 

The  Newark  Condensed  Milk  Company,  a  corporation  organized 
under  the  laws  of  the  state  of  Ohio,  does  hereby  make  application  and 
submit  the  following  statement  in  compliance  with  the  provisions  of 


604  CORPORATION    FORMS. 

Section  1152  of  the  Revision  of  the  Statutes  of  1905  of  the  state  of 
North  Carolina,  to  wit : 

1.  The  name  of  this  corporation  is  the  Newark  Condensed  Milk 
Company. 

2.  The  location  and  the  registered  office  and  principal  place  of  busi- 
ness is  No.  300  Bovine  street,  in  the  said  city  of  Newark,  county  of 
Licking,  state  of  Ohio,  and  the  location  and  principal  office  and  place 
of  business  in  North  Carolina  is  at  No.  200  Durham  street,  city  of 
Greensboro,  county  of  Guilford,  North  Carolina,  and  John  M.  Staples 
is  the  resident  agent,  selected  and  appointed  by  this  company,  upon 
whom  process  may  be  served. 

3.  The  character  of  the  business  of  this  corporation  is  the  buying 
and  manufacturing  of  milk  into  condensed  milk,  and  of  condensing, 
bottling  and  selling  condensed  milk. 

4.  The  amount  of  the  capital  stock  of  this  corporation  is  $25,000, 
and  the  amount  of  the  stock  actually  issued  and  outstanding  is 
$25,000,  all  of  which  has  been  paid  in  cash. 

5.  The  names  and  addresses  of  all  the  directors  and  officers  and 
the  term  when  the  office  of  each  expires  is  as  follows : 

Names.  Addresses.  Expiration  of  term. 

Daniel  W.  Wood,  Newark,  Ohio,  January  1,  1911. 
Asa  S.  Mitchell,  Newark,  Ohio,  January  1,  1911. 
C.  H.  Follett,  Newark,  Ohio,  January  1,  1912. 
B.  G.  Smythe,  Newark,  Ohio,  January  1,  1912. 
Frank  A.  Bolton,  Newark,  Ohio,  January  1,  1913. 
E.  S.  Randolph,  Newark,  Ohio,  January  1,  1913. 

6.  The  next  regular  annual  meeting  of  the  stockholders  for  the 
election  of  directors  is  appointed  to  be  held  on  the  second  Monday  of 
January,  1911.  (Signed  by  the  president  and  secretary.) 

§  6652. 

FORM  826. 

Application  for  Doing  Business — North  Dakota. 

To  the  Secretary  of  State  of  the  State  of  North  Dakota: 

The  undersigned,  the  Saccharine  Sugar  Beet  Company,  a  corpora- 
tion organized  and  existing  under  the  laws  of  the  state  of  Nebraska, 
hereby  makes  application  for  permission  to  transact  and  carry  on  its 
business  in  the  state  of  North  Dakota,  and  presents  herewith  and  files 
in  the  office  of  the  secretary  of  state  of  the  said  state  of  North  Dakota, 
a  duly  certified  and  authenticated  copy  of  its  articles  of  incorpora- 
tion.    It  further  shows  that  it  has  filed  a  statement  of  the  appoint- 


FOREIGN   CORPORATIONS.  605 

ment  of  an  agent  and  attorney  in  fact  on  whom  all  legal  process 
issuing  in  any  proceeding  or  action  arising  in  the  said  state  of  North 
Dakota  against  this  corporation  may  be  served. 

It  therefore  asks  that  it  may  be  granted  a  license  and  permission 
to  transact  and  carry  on  its  business  in  the  said  state  of  North  Dakota. 

(Signed)     Saccharine  Sugae  Beet  Company, 
attest :  By  Charles  E.  Foster,  President. 

George  E.  Day,  Secretary. 

§  6640  et  seq. 

FOEM  827. 

Appointment  of  Agent  for  Service  of  Process — North  Dakota. 

The  Saccharine  Sugar  Beet  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  state  of  Nebraska,  and  doing  business 
under  and  by  virtue  of  the  laws  of  the  state  of  North  Dakota,  having 
an  office  in  the  city  of  Minot,  county  of  Ward,  in  said  state,  does  hereby 
constitute  and  appoint  Asa  Brown,  secretary  of  state  of  the  said  state  of 
North  Dakota,  and  his  successors  in  office,  its  agent  and  true  and  law- 
ful attorney,  duly  authorized  to  accept  service  of  process  and  upon 
whom  all  process  in  any  action  or  proceeding  against  it  arising  in  said 
state  may  be  served,  and  this  corporation  does  hereby  stipulate  and 
agree  that  any  process  which  may  be  served  upon  the  said  agent  and 
attorney,  the  said  secretary  of  state,  shall  be  of  the  same  force  and 
validity  as  if  served  on  it  personally  in  the  said  state  of  North  Dakota. 
This  corporation  hereby  consents  and  agrees  that  said  appointment 
shall  continue  in  force  and  shall  not  be  revoked  or  set  aside,  so  long  as 
any  liability  remains  outstanding  in  the  said  state  of  North  Dakota. 
This  appointment  is  made  and  executed  in  conformity  to  and  com- 
pliance with  and  under  the  provisions  of  Section  4697  of  the  Revised 
Code  of  1905  of  the  said  state  of  North  Dakota. 

In  witness  whereof,  the  said  corporation,  by  its  president,  has 
caused  these  presents  to  be  executed,  sealed  with  its  corporate  seal 
and  attested  by  its  secretary  this  17th  day  of  January,  A.  D.  1910. 

Saccharine  Sugar  Beet  Company, 
attest :  By  Charles  E.  Foster,  President. 

A  B,  Secretary.  (Sworn  to.) 

§§  6653,  6740,  6755,  6760,  6761. 

FORM  828. 

Annual  Report — North  Dakota. 

The  Saccharine  Sugar  Beet  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  state  of  Nebraska,  and  doing  business 


606  CORPORATION    FORMS. 

at  the  city  of  Minot,  county  of  Ward,  state  of  North  Dakota,  hereby 
makes  and  submits  to  the  secretary  of  state  of  the  said  state  of  North 
Dakota  its  annual  report  as  follows,  to  wit  : 

1.  The  name  of  this  corporation  is  the  Saccharine  Sugar  Beet  Com- 
pany. 

2.  That  the  principal  place  of  business  of  this  corporation  is  at  the 
city  of  Minot,  county  of  Ward,  slate  of  North  Dakota. 

3.  That  it  now  maintains  an  office  at  said  place. 

4.  The  nature  of  the  business  of  this  cor] Miration  as  carried  on  in 
the  said  .state  of  North  Dakota  is  the  purchasing  and  shipping  of 
sugar  beets  and  the  selling  of  sugar  manufactured  from  sugar  beets 
and  the  transaction  of  all  business  incidental   thereto. 

5.  This  corporation  is  now  engaged  in  active  business  under  its 
charter. 

6.  The  capital  stock  of  this  corporation  is  $100,000. 

7.  The  following  are  the  officers  of  this  corporation  with  the  post- 
office  address  and  the  expiration  of  the  term  of  office  of  each: 

Names.  Addresses.  Expiration  of  term. 

Charles  E.  Foster,  president,  200  Prairie  street,  Omaha.  Nebraska, 
January  1,  1911. 

Asa  Brown,  secretary,  500  High  street,  Omaha,  Nebraska,  January 
1,  1911. 

Thomas  F.  Lee,  treasurer,  2002  Market  street,  Omaha,  Nebraska, 
January  1,  1911. 

Charles  B.  Keller,  general  manager,  753  Blake  street,  Omaha, 
Nebraska,  January  1,  1911.  <  Sworn  to  by  any  officer.) 

§  6652. 

FORM  829. 

Application  for  Doing  Business — Ohio. 

To  the  Secretary  of  State  of  the  State  of  Ohio : 

The  Parkersburg  Pocahontas  Coal  Company,  a  corporation  organ- 
ized and  existing  under  the  laws  of  the  state  of  West  Virginia,  with 
its  principal  office  located  at  the  city  of  Parkersburg,  county  of  Wood, 
state  of  West  Virginia,  hereby  makes  application  for  permission  to 
carry  on  and  transact  its  business  in  the  state  of  Ohio  and  desiring 
to  conform  to  the  laws  of  the  said  state,  regulating  foreign  corpora- 
tions doing  business  therein,  hereby  makes  and  submits  the  following 
statement: 

1.  The  amount  of  the  authorized  capital  stock  of  this,  corporation 
is  $100,000. 


FOREIGN    CORPORATIONS.  607 

2.  The  business  in  which  the  corporation  is  now  engaged  in  the  said 
state  of  West  Virginia  is  the  owning  and  operating  coal  lands  and 
mining  coal  and  more  particularly  the  class  and  quality  of  coal  known 
as  Pocahontas  and  shipping  and  selling  at  wholesale  and  retail  such 
coal ;  and  the  business  and  purposes  it  intends  to  engage  in  and  carry 
on  in  the  state  of  Ohio  is  the  owning  and  operating  of  a  station  or 
plant  and  coal  houses  and  bins  for  the  purpose  of  storing  and  shipping 
and  selling  coal  so  owned  and  mined  by  it. 

3.  The  principal  place  of  business  of  said  corporation  in  Ohio  is 
to  be  located  at  the  city  of  Portsmouth,  in  the  county  of  Scioto,  in  said 
state. 

4.  This  corporation  hereby  selects,  appoints  and  designates  Horace 
L.  Small,  of  the  said  city  of  Portsmouth,  in  said  Scioto  county,  Ohio, 
as  its  resident  agent  and  attorney  in  fact  as  the  person  in  said  state 
of  Ohio  upon  whom  process  may  be  served  in  all  actions  that  may 
be  brought  against  this  corporation  in  any  of  the  courts  of  the 
said  state  of  Ohio;  and  this  corporation  hereby  designates  the  office 
at  No.  329  River  street,  in  said  city,  as  the  principal  office  of  this 
corporation  in  the  state  of  Ohio. 

This  corporation  presents  and  files  herewith  a  duly  certified  authen- 
ticated copy  of  its  articles  of  incorporation. 

In  witness  whereof,  this  corporation  has  caused  its  name  to  be  af- 
fixed hereto  by  its  president  and  attested  by  the  secretary  with  its 
corporate  seal  attached  hereto  this  21st  day  of  January,  A.  D.  1910. 
Parkersburg  Pocahontas  Coal  Company, 
(Seal.)  By  L.  H.  Poole,  President. 

Attest : 

John  T.  Cooper,  Secretary. 

State  of  West  Virginia,  County  of  Wood,  ss  : 

L.  H.  Poole  and  John  T.  Cooper,  being  first  duly  sworn,  depose  and 
say  that  they  did  execute  and  sign  the  foregoing  certificate  for  and  on 
behalf  of  the  corporation  therein  named,  and  that  the  same  is  their 
free  act  and  deed,  and  is  the  free  act  and  deed  of  said  Parkersburg 
Pocahontas  Coal  Company,  of  which  they  are  respectively  the  presi- 
dent and  secretary;  that  the  statements  therein  are  true,  and  that  the 
seal  attached  thereto  is  the  genuine  seal  of  said  corporation ;  and  they 
further  declare,  on  oath,  that  the  certificate  and  articles  of  incorpora- 
tion hereto  attached  is  a  full,  true  and  complete  copy  of  the  articles 
of  incorporation  or  charter  of  the  said  Pocahontas  Coal  Company. 

L.  H.  Poole,  President. 

John  T.  Cooper,  Secretary. 

(Subscribed  and  sworn  to.) 
§§  6640  et  seq.,  6653,  6740. 


608  CORPORATION    FORMS. 

FORM  830. 

Acceptance  of  Appointment — Ohio. 

Portsmouth,  Ohio,  January  30,  1910. 
To  the  Secretary  of  State  of  the  State  of  Ohio,  Columbus,  Ohio : 

I  desire  to  inform  you  that  I  have  been  appointed  the  resident  local 
agent  of  the  Pocahontas  Coal  Company  which  has  established  an  office 
and  place  of  business  at  329  River  street,  in  the  city  of  Portsmouth, 
county  of  Scioto,  in  the  said  state  of  Ohio. 

I  further  hereby  notify  you  that  I  have  accepted  said  appointment 
and  am  now  the  resident  agent  for  said  company  for  the  state  of  Ohio, 
and  I  am  the  person  upon  whom  process  may  be  served  in  any  action 
or  proceeding  arising  against  the  said  corporation  in  the  state  of  Ohio, 
and  I  have  agreed  to  the  designation  of  my  office  the  said  329  River 
street,  in  the  said  city  of  Portsmouth,  as  the  principal  office  of  the 
said  corporation  in  the  state  of  Ohio. 

I  have  this  day  notified  the  said  Pocahontas  Coal  Company  of  my 
acceptance  of  the  appointment  as  its*  agent. 

(Signed  and  acknowledged.) 

§  6755. 

FORM  831. 

Declaration  and  Statement — Ohio. 

To  the  Secretary  of  State  of  the  State  of  Ohio : 

The  undersigned,  The  Pocahontas  Coal  Company,  a  foreign  corpo- 
ration organized  and  existing  under  and  by  virtue  of  the  laws  of  the 
state  of  West  Virginia,  with  its  principal  office  and  place  of  business 
located  at  the  city  of  Parkersburg,  in  Wood  county,  in  said  state, 
and  having  made  application  to  transact  and  carry  on  its  business  in 
the  state  of  Ohio  and  having  located  its  principal  office  at  the  city  of 
Portsmouth,  in  the  county  of  Scioto,  in  said  state  of  Ohio,  in  com- 
pliance with  an  act  of  the  general  assembly  of  said  state,  entitled,  "An 
Act  to  further  supplement  section  148  of  the  revised  statutes,"  passed 
May  16,  1894  (as  amended  May  10,  1902),  requiring  a  foreign  cor- 
poration organized  for  purpose  of  profit,  and  owning  or  using  or  which 
proposes  to  own  or  use  a  part  or  all  of  its  capital  stock  or  plant  in 
state  of  Ohio,  before  being  permitted  to  do  business,  exercising  its 
franchises,  or  maintaining  actions  therein,  does  hereby,  under  the 
oath  of  its  president  (or  secretary),  make  and  file  with  the  said  secre- 
tary of  state  a  declaration  and  statement  of  facts  as  follows,  to  wit : 

1.  The  authorized  capital  stock  of  this  corporation  is  $100,000, 
divided  into  1,000  shares  of  the  par  value  of  $100  each. 

2.  The  value  of  the  property  owned  and  used  in  the  state  of  Ohio, 
situate  at  the  said  city  of  Portsmouth  is  $25,000. 


FOREIGN    CORPORATIONS.  GOD 

3.  The  value  of  the  property  owned  by  this;  corporation  and  used 
outside  of  Ohio  is  $150,000. 

4.  The  proportion  of  the  capital  stock  of  this  corporation  repre- 
sented by  property  owned  and  used  and  by  business  transacted  in  the 
said  state  of  Ohio  is  one-fourth  of  the  value  of  its  entire  property. 

5.  The  location  of  its  office  and  place  of  business  in  Ohio  is  at  329 
River  street,  city  of  Portsmouth,  county  of  Scioto. 

6.  None  of  the  managing  or  executive  officers  of  the  said  corpora- 
tion reside  in  the  state  of  Ohio.  The  name  and  address  of  the  man- 
aging agent  of  the  business  of  this  corporation  in  the  state  of  Ohio 
is  Horace  L.  Small,  329  Eiver  street,  city  of  Portsmouth,  county  of 
Scioto-  (Signed  and  sworn  to.) 

§  6652. 

FOEM  832. 

Annual  Report — Ohio. 

To  the  Secretary  of  State  of  the  State  of  Ohio : 

The  undersigned,  a  foreign  corporation,  in  compliance  with  an  act 
of  the  general  assembly  of  the  state  of  Ohio,  entitled  "An  Act  to  re- 
quire corporations  to  file  annual  reports  with  the  secretary  of  state, 
and  to  pay  annual  fees  therefor,"  passed  April  11,  1902,  hereby  makes 
and  submits  its  following  annual  report,  required  to  be  made  and  filed 
in  the  month  of  September  of  each  year. 

1.  The  name  of  this  corporation  is  the  Parkersburg  Pocahontas 
Coal  Company,  a  corporation  organized  under  the  laws  of  the  state  of 
West  Virginia,  with  its  principal  office  and  place  of  business  at  the 
city  of  Parkersburg,  county  of  Wood,  in  said  state. 

2.  Its  principal  office  is  located  at  No.  329  River  street  in  the  city 
of  Portsmouth,  in  the  county  of  Scioto,  state  of  Ohio. 

3.  The  names  and  addresses  of  its  president,  secretary,  treasurer 
and  members-  of  the  board  of  directors  are  as  follows : 

Names.  Addresses. 

President,  L.  H.  Poole 400  Main  street. 

Secretary,  John  T.  Cooper 500  River  street. 

Treasurer,  William  Beard 800  Jefferson  street. 

Director,  L.  H.  Poole 400  Main  street. 

Director,  John  T.  Cooper 500  River  street. 

Director,  Thomas  Coleman 600  Randolph  street. 

Director,  John  Marshall     500  Jefferson  street. 

Director,  William  Pedigo 600  Jefferson  street. 

4.  The  date  of  the  annual  election  of  officers  as  fixed  by  the  ar- 
ticles of  incorporation  is  the  2d  Monday  of  January  of  each  year. 

39— Thomp.  Corp.  VII. 


610  CORPORATION    FORMS. 

5.  The  authorized  capital  stock  of  this  corporation  is  $100,000,  di- 
vided into  1,000  shares  of  the  par  value  of  $100  each. 

6.  The  amount  of  capital  stock  subscribed  is  $100,000.  The  amount 
of  capital  stock  issued  is  $100,000.  The  amount  of  capital  stock  paid 
up  is  $100,000. 

7.  The  nature  and  kind  of  business  in  which  the  corporation  is  en- 
gaged is  the  buying,  selling,  mining,  shipping  and  dealing  in  coal 
generally,  and  in  mining,  selling,  and  shipping  Pocahontas  coal  in 
particular.  Said  business  is  carried  on  at  the  following  place  in  the 
said  state  of  West  Virginia,  to  wit :  In  the  counties  of  Wood,  Wayne, 
Pocahontas  and  Ohio. 

8.  The  following  are  the  officers  of  the  company  located  in  Ohio 
and  the  names  of  all  the  officers  and  agents  in  charge  of  its  business 
in  the  said  state  of  Ohio :  Horace  L.  Small,  No.  329  River  street,  city 
of  Portland,  county  of  Scioto,  state  of  Ohio.  None  of  the  managing 
or  executive  officers  reside  in  the  state  of  Ohio. 

9.  The  value  of  the  property  owned  and  used  by  this  corporation  in 
the  said  state  of  Ohio  and  its  location  is  as  follows: 

Location.  Property. 

Ohio.  City  of  Portsmouth.         Kind  of  Property.  Value. 

Eeal  Estate  $10,000 

Trade  Marks. 
Patents. 
Good  Will. 
Leases. 
Other  Personal  Property. 
Coal  in  stock,  tools,  machin- 
ery, appliances,  office  furni- 
ture and  fixtures.  $10,000 
Total  value  of  property  in  the  state  of  Ohio,  $21,000. 

10.  Value  and  location  of  the  property  of  this  corporation  outside 
of  the  state  of  Ohio. 

Location.  Property. 


State. 

City.                 Kind  of  Property. 

Value. 

W.Va. 

Parkersburg,  Wood  County. 

Real  Estate. 

$10,000 

W.  Va. 

Kanawha,  Wood  County. 

Real  Estate. 

5,000 

W.Va. 

Wayne  County. 

Real  Estate. 

10,000 

W.Va. 

Ohio  County. 

Real  Estate. 

5,000 

W.Va. 

Pocahontas  County. 

Real  Estate. 

25,000 

X  1  dLlC  J3J-CL1  1VD. 
PflfpTltQ 

1    uLClilOi 

Coal. 

10,000 

Leases. 

5,000 

FOREIGN    CORPORATIONS.  611 


Other  Personal  Property. 

W.Va. 

Wood  County 

$20,000 

W.Va. 

Wayne  County 

5,000 

W.Va. 

Ohio  County 

5,000 

W.Va. 

Pocahontas  County 

20,000 

Total  value  of  property  outside  the  state  of  Ohio,  $120,000. 

11.  The  proportion  of  the  authorized  capital  stock  of  the  company 
represented  by  property  owned  and  issued  and  by  business  in  Ohio  is 
one-sixth. 

12.  The  following  changes  have  been  made  since  filing  the  last  an- 
nual report. 

Date.  Amt.  of  Increase.  Date.  Amt.  of  Reduction. 

No  increase.  No  reduction. 

(Subscribed  and  sworn  by  president  and  secretary.) 
§  6652. 

FORM  833. 
Certificate  of  Retiring  from  Business — Ohio. 

State  of  West  Virginia,  County  of  Wood,  ss  : 

The  undersigned,  the  Parkersburg  Pocahontas  Coal  Company,  a 
corporation  duly  organized  and  existing  under  the  laws  of  West  Vir- 
ginia, by  L.  H.  Poole,  president,  and  John  T.  Cooper,  secretary,  hereby 
reports  and  shows  that  having  heretofore  been  duly  authorized  to 
transact  and  carry  on  business  in  the  state  of  Ohio,  in  compliance  with 
the  provisions  of  Sections  148c  and  148d  of  the  Revised  Statutes  of 
said  state,  do  hereby  certify  that  on  the  1st  day  of  April,  A.  D.  1910, 
the  said  corporation,  by  action  of  its  board  of  directors  duly  authorized 
did  thereupon  decide  to  retire,  and  has  now  fully  retired  from  trans- 
acting and  carrying  on  its  business  in  said  state  of  Ohio,  and  this  cor- 
poration does  hereby  authorize  the  cancelation  of  the  certificate  of 
authority  to  do  business  in  said  state,  heretofore  issued  by  the  secretary 
of  state  of  the  state  of  Ohio.  It  also  hereby  cancels  the  appointment  of 
its  agent,  the  said  Horace  L.  Small,  at  No.  329  River  street,  city  of 
Portsmouth,  county  of  Scioto,  in  said  state  of  Ohio,  as  to  all  future 
and  further  transactions,  and  except  as  to  the  service  of  process  in 
actions  against  this  corporation  on  causes  of  action  now  and  hereto- 
fore existing. 

In  witness  whereof,  the  said  L.  H.  Poole,  president,  and  John  T. 
Cooper,  secretary,  of  the  Portsmouth  Pocahontas  Coal  Company,  act- 
ing for  and  on  behalf  of  said  corporation,  have  hereunto  set  its  name 


612  CORPORATION    FORMS. 

and  signed  these  presents  and  caused  the  seal  of  said  corporation  to  be 
hereto  affixed  this  1st  day  of  April,  A.  D.  1910. 

The  Portsmouth  Pocahontas  Coal  Company, 
Attest:  By  L.  H.  Poole,  President. 

John  T.  Cooper,  Secretary. 

See  §  6465  et  seq. 

FORM  834. 
Application  for  Doing  Business — Oklahoma. 

To  the  Secretary  of  State  of  the  State  of  Oklahoma : 

The  Still  Air  Wind  Mill  Company,  a  corporation  organized  under 
the  laws  of  the  state  of  Kansas,  hereby  makes  application  to  the 
secretary  of  state  of  the  state  of  Oklahoma  for  permission  to  transact 
its  business  in  the  said  state  of  Oklahoma. 

As  a  part  of  this  application  it  presents  herewith  and  offers  to  file, 
and  does  file  in  the  office  of  the  secretary  of  state  of  the  said  state  of 
Oklahoma  a  duly  certified  copy  of  its  articles  of  incorporation,  and  it 

encloses  herewith  a  draft  for  $ in  payment  of  the  fee  required 

of  foreign  corporations. 

It  also  files  herewith  a  duly  certified  copy  of  the  appointment  of 
a  local  agent,  a  resident  of  said  state  of  Oklahoma,  upon  whom  service 
of  process  may  be  had  in  any  action  arising  out  of  or  connected  with 
the  transaction  of  the  business  of  this  corporation  in  said  state  of 
Oklahoma.  Wherefore  it  asks  that  it  may  be  permitted  to  transact 
business  in  the  said  state  of  Oklahoma  and  that  a  certificate  be  issued 
authorizing  it  so  to  do.        The  Still  Air  Wind  Mill  Company, 

(Seal.)  By  A.  Gale,  President. 

Attest : 

C.  E.  Vance,  Secretary. 

§  6640  et  seq. 

FORM  835. 

Appointment  of  Agent — Oklahoma. 

To  the  Secretary  of  State  of  the  State  of  Oklahoma: 

You  are  hereby  notified  that  the  Still  Air  Wind  Mill  Company,  a 
corporation  organized  under  and  pursuant  to  the  laws  of  the  state  of 
Kansas,  and  having  its  principal  office  and  place  of  business  at  the 
city  of  Garden  City,  county  of  Finney,  in  said  state  of  Kansas,  does 
hereby  select,  nominate  and  appoint  for  itself  and  successors  the  fol- 
lowing named  person,  to  wit:    R.  H.  Gaylen,  whose  residence  is  at 


FOREIGN    CORPORATIONS.  613 

Chandler,  county  of  Lincoln,  said  state  of  Oklahoma,  as  its  true  and 
lawful  agent  and  attorney  within  and  for  the  said  state  of  Oklahoma, 
as  required  by  Section  3,  Article  23,  Chapter  18  of  the  Statutes  of 
Oklahoma  for  1903. 

And  this  corporation  does  hereby  authorize  the  aforesaid  E.  H. 
Gaylen  to  acknowledge  service  of  process  and  in  behalf  of  this  corpora- 
tion in  said  state,  hereby  consents  that  such  service  of  process,  mesne 
as  well  as  final,  upon  such  agent  and  attorney  shall  be  taken  and  held 
to  be  as  valid  as  if  served  upon  this  corporation  according  to  the  laws  of 
said  state  of  Oklahoma,  or  any  other  state  or  territory,  and  waiving 
all  claims  of  right  or  error  by  reason  of  such  acknowledgment  of 
service. 

In  witness  whereof  this  corporation  has  hereunto  caused  its  name 
to  be  signed  by  its  president,  attested  by  its  secretary,  and  with  its  cor- 
porate seal  attached  this  23d  day  of  January,  1910. 

(Seal.)  The  Still  Air  Windmill  Company, 

Attest :  By  A.  Gale,  President. 

C.  E.  Vance,  Secretary. 

§§  6653,  6740,  6755. 

FORM  836. 

Application  for  Doing  Business — Oregon. 

To  the  Secretary  of  State  of  the  State  of  Oregon,  Salem,  Oregon : 

The  Smooth  Sluice  Company,  a  corporation  organized  and  existing 
under  and  pursuant  to  the  laws  of  California,  having  its  principal 
office  at  325  Snow  street,  in  the  city  of  Mount  Shasta,  hereby  makes 
application  for,  and  by  this  written  declaration  states  its  desire  and 
purpose  to  engage  in  business  within  the  state  of  Oregon,  and  for  the 
purpose  of  gaining  such  permission,  makes  the  following  declaration 
and  statement,  to  wit: 

1.  The  full  name  under  which  it  proposes  to  transact  business  in 
the  state  of  Oregon  is  the  Smooth  Sluice  Company. 

2.  The  name  of  the  state  and  county  under  whose  laws  it  was  or- 
ganized is,  the  state  of  California,  county  of  Shasta. 

3.  The  location  of  its  home  office  is  at  No.  325  Snow  street,  in  the 
city  of  Mount  Shasta,  in  said  state  of  California. 

4.  The  date  of  its  incorporation  was  the  10th  day  of  June,  A.  D. 
1909. 

5.  The  amount  of  its  capital  stock  is  $10,000. 

6.  The  nature  of  the  pursuit,  business  and  occupation  in  which  it 
is  authorized  to  engage  is  the  construction  and  instalment  of  smooth 


614  CORPORATION   FOR.AIS. 

sluices  and  water  ways  for  the  purpose  of  conveying  and  transmitting 
water  for  water  power  and  general  manufacturing  and  domestic  use. 

7.  The  location  of  the  principal  office  and  place  of  business  within 
the  state  of  Oregon  is  at  No.  230  Sand  street,  in  the  city  of  Marshfield, 
county  of  Coos,  in  said  state  of  Oregon. 

8.  The  name  of  its  agent  and  attorney  in  fact,  constituted  and 
appointed  in  accordance  with  the  provisions  of  Section  6  of,  "An  Act 
to  provide  for  the  licensing  of  domestic  and  foreign  corporations, 
joint  stock  companies  and  associations,  etc.,"  approved  February  16, 
1903,  is  Edward  H.  Johuk,  whose  business  address  is  at  No.  230 
Sand  street,  in  the  city  of  Marshfield,  in  the  county  of  Coos,  in  said 
state  of  Oregon. 

9.  The  names  and  addresses  of  its  principal  officers  and  of  its 
directors  are  as  follows : 

Names.  Office.  Postoffice  address. 

John  T.  Wetmore,  president,  Mount  Shasta,  Shasta  co.,  Cal. 
Asa  T.  Dryfrus,  secretary,  Mount  Shasta,  Shasta  co.,  Cal. 
Clark  Howard,  treasurer,  Mount  Shasta,  Shasta  co.,  Cal. 
E.  W.  Witmer,  director,  Mount  Shasta,  Shasta  co.,  Cal. 
William  C.  Burgess,  director,  Mount  Shasta,  Shasta  co.,  Cal. 
John  T.  Wetmore,  director,  Mount  Shasta,  Shasta  co.,  Cal. 
Clark  Howard,  director,  Mount  Shasta,  Shasta  co.,  Cal. 
G.  H.  Thompson,  director,  Mount  Shasta,  Shasta  co.,  Cal. 

10.  The  name  and  residence  of  its  general  agent  and  attorney 
within  the  state  of  Oregon  is  Edward  H.  Johuk,  No.  230  Sand  street, 
city  of  Marshfield,  county  of  Coos,  in  said  state  of  Oregon. 

(Signed  and  sworn  to  by  president  and  secretary.) 

§§  6640  et  seq.,  6652. 

FORM  837. 
Appointment  of  Agent  by  Power  of  Attorney — Oregon. 

Know  all  men  by  these  presents,  that  the  Smooth  Sluice  Company, 
a  corporation  duly  organized  under  and  by  virtue  of  the  laws  of  the 
state  of  California,  having  its  principal  place  of  business  in  the  city 
of  Mount  Shasta,  California,  and  having  established  a  principal  office 
and  a  place  of  business  for  the  transaction  of  its  business  in  the  city  of 
Marshfield,  county  of  Coos,  in  the  state  of  Oregon : 

That  said  Smooth  Sluice  Company  has  made,  constituted  and  ap- 
pointed, and  does  hereby  make,  constitute  and  appoint,  Edward  H. 
Johuk,  a  citizen  of  the  United  States  and  a  citizen  and  resident  of 
the  state  of  Oregon,  residing  at  No.  230  Sand  street,  city  of  Marsh- 
field, state  of  Oregon,  its  true  and  lawful  agent  and  attorney  in  fact, 


FOREIGN    CORPORATIONS.  615 

and  in  its  name,  place  and  stead  to  make  and  accept  service  of  all 
writs  or  processes  and  summonses  in  any  action,  suit  or  proceeding  in 
any  of  the  courts  of  the  state  of  Oregon  or  United  States  courts  therein, 
and  upon  whom  all  lawful  writs,  processes  and  summonses  may  be 
served,  with  the  same  effect  as  though  the  company  existed  in  the  said 
state  of  Oregon,  requisite  and  necessary  to  give  competent  and  com- 
plete jurisdiction  of  the  said  corporation,  the  said  Smooth  Sluice  Com- 
pany, to  any  of  the  said  courts. 

Giving  and  granting  under  said  Edward  H.  Johuk  full  power  and 
authority  to  do  and  perform  acts  requisite  and  necessary  to  be  done 
in  and  about  the  premises,  as  full  to  all  intents  and  purposes  as  the 
said,  The  Smooth  Sluice  Company  might  or  could  do  if  personally 
present,  and  hereby  ratifies  and  confirms  all  that  the  said  agent,  the 
said  Edward  H.  Johuk,  shall  lawfully  do  or  cause  to  be  done  by 
authority  thereof. 

This  power  of  attorney  is  irrevocable  except  by  the  substitution  of 
another  qualified  person  for  the  one  hereby  appointed  attorney  in  fact. 

In  witness  whereof,  etc.  (Signed  and  acknowledged.) 

§§  6653,  6740,  6755. 

FORM  838. 

Annual  Report  and  Statement — Oregon. 

To  the  Secretary  of  State  of  the  State  of  Oregon : 

The  Smooth  Sluice  Company,  a  corporation  organized  and  existing 
under  and  pursuant  to  the  laws  of  the  state  of  California,  does  hereby 
make  and  submit  to  you  its  annual  report  for  the  year  ending  June 
30,  1909,  in  compliance  with  the  provisions  of,  "An  Act  to  provide 
for  the  licensing  of  domestic  corporations  and  foreign  corporations, 
joint  stock  companies  and  associations,  etc.,"  approved  February  16, 
1903,  to  wit: 

1.  The  name  of  this  corporation  is  the  Smooth  Sluice  Company. 

2.  The  location  of  its  principal  office  is  at  No.  325  Snow  street,  in 
the  city  of  Mount  Shasta,  county  of  Shasta,  state  of  California. 

3.  The  location  of  its  principal  office  in  the  state  of  Oregon  is 
No.  230  Sand  street,  city  of  Marshfield,  county  of  Coos,  in  said  state 
of  Oregon. 

4.  The  names  of  the  president,  secretary  and  treasurer,  with  the 
postoffice  addresses  of  each  are  as  follows: 

Names.  Office.  Postoffice  address. 

John  T.  Wetmore,  president,  Mount  Shasta,  Shasta  co.,  Cal. 
Asa  Dryfrus,  secretary,  Mount  Shasta,  Shasta  co.,  Cal. 
Clark  Howard,  treasurer,  Mount  Shasta,  Shasta  co.,  Cal. 


616  CORPORATION    FORMS. 

5.  The  name  and  postoffice  address  of  the  resident  managing  agent 
and  attorney  in  fact  in  the  state  of  Oregon  is  as  follows:  Edward 
H.  Johuk,  managing  agent  and  attorney  in  fact,  whose  postoffice 
address  is  No.  230  Sand  street,  city  of  Marshfield,  county  of  Coos,  in 
said  state  of  Oregon. 

6.  The  date  of  the  annual  election  of  the  directors  and  officers  is 
the  first  Tuesday  in  January  of  each  year. 

7.  The  authorized  capital  stock  of  this  corporation  is  $50,000. 
The  said  capital  stock  is  divided  into  5,000  shares,  of  the  par  value 
of  $10  each ;  the  amount  of  the  capital  stock  subscribed  is  $50,000 ; 
the  amount  of  the  capital  stock  issued  is  $50,000,  and  the  amount  of 
capital  stock  paid  up  is  $50,000. 

In  witness  whereof,  etc. 
(Signed  by  the  corporation  and  sworn  to  by  the  president  or  other 
officer.) 

§  6652. 

FORM  839. 

Application  for  Doing  Business — Pennsylvania. 

To  the  Secretary  of  the  Commonwealth  of  Pennsylvania : 

The  undersigned,  The  Delaware  Easy  Loan  Company,  a  corpora- 
tion organized  and  existing  under  the  laws  of  the  state  of  Delaware, 
hereby  makes  application  to  the  secretary  of  the  commonwealth  of 
Pennsylvania  for  permission  to  transact  and  carry  on  its  business  in 
the  commonwealth  of  Pennsylvania.  And  for  such  purpose  it  would 
show  that  it  has  stockholders  who  are  citizens  of  the  said  common- 
wealth of  Pennsylvania,  and  that  it  is  embraced  within  corporations 
of  the  second  class  as  defined  in  Section  2  of  an  act  of  the  general 
assembly  of  the  commonwealth  of  Pennsylvania,  entitled,  "An  Act  to 
provide  for  the  incorporation  and  regulation  of  certain  corporations,'' 
approved  the  29th  day  of  April,  A.  D.  1874,  and  shows  that  it  desire? 
to  become  domesticated  and  to  become  a  corporation  of  the  common- 
wealth of  Pennsylvania. 

And  for  such  purposes  it  files  herewith  a  certified  copy  of  its  articles 
of  incorporation,  and  also  a  statement  over  the  corporate  name  exe- 
cuted by  its  president,  attested  by  its  secretary  and  to  which  is  affixed 
its  corporate  seal. 

It  also  files  herewith  a  duly  certified  copy  of  a  resolution  passed  by 
its  stockholders  consenting  to  this  application  and  with  a  statement 
showing  the  location  of  its  office  in  the  commonwealth  of  Penn- 
sylvania. 


FOREIGN    CORPORATIONS.  617 

It  therefore  asks  that  letters  patent  may  issue  to  it  and  its  successors 
according  to  law.  The  Delaware  Easy  Loan  Company, 

(Seal.)  By  W.  T.  Shark,  President. 

Attest : 

James  M.  Fleece,  Secretary. 

§  6640  et  seq. 

FORM  840. 

Statement  for  Domestication  of  Foreign  Corporations — Pennsylvania. 
The  Delaware  Easy  Loan  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  state  of  Delaware,  having  filed  its  appli- 
cation for  domestication  and  for  the  transaction  of  business  in  the 
commonwealth  of  Pennsylvania,  hereby  makes  and  files,  in  compliance 
with  the  laws  of  said  commonwealth,  the  following  statement  and 
certificate,  to  wit: 

1.  The  name  of  this  corporation  is  The  Delaware  Easy  Loan  Com- 
pany. 

2.  This  corporation  is  formed  for  the  purpose  of  making  loans  of 
money  on  easy  payments  and  with  indifferent  security. 

3.  The  business  of  this  corporation  is  to  be  transacted  in  the  city 
of  Ebensburg,  county  of  Cambria,  in  the  said  commonwealth  of  Penn- 
sylvania. 

4.  The  term  for  which  this  said  corporation  is  to  exist  is  fifty  years. 

5.  The  names  and  places  of  residence  of  the  stockholders  and  the 
number  of  shares  held  by  each  are  as  follows : 

Names.  Eesidences.  No.  of  shares. 

G.  M.  Jones,  city  of  Dover,  Kent  county,  Delaware,  25  shares. 
William  M.  Hope,  city  of  Dover,  Kent  county,  Delaware,  25  shares. 
John  H.  Anderson,  city  of  Dover,  Kent  county,  Delaware,  50  shares. 
James  H.  Hughes,  city  of  Dover,  Kent  county,  Delaware,  50  shares. 
Henry  Ridgely,  city  of  Dover,  Kent  county,  Delaware,  25  shares. 
S.  M.  Harrington,  city  of  Dover,  Kent  county,  Delaware,  25  shares. 
Frank  H.  Davis,  city  of  Dover,  Kent  county,  Delaware,  100  shares. 

5.  L.  Reed,  Ebensburg,  Cambria  county,  Pennsylvania,  50  shares. 

F.  A.  Shoemaker,  Ebensburg,  Cambria  co.,  Pennsylvania,  50  shares. 
J.  E.  Evans,  Ebensburg,  Cambria  county,  Pennsylvania,  100  shares. 

6.  The  number  of  directors  of  said  corporation  is  fixed  at  five,  and 
the  names  and  residences  of  those  who  are  elected  to  serve  as  directors 
for  the  current  year  are  as  follows : 

Names.  Residences. 

G.  M.  Jones,  city  of  Dover,  Kent  county,  Delaware. 
William  M.  Hope,  city  of  Dover,  Kent  county,  Delaware. 
John  H.  Anderson,  city  of  Dover,  Kent  county,  Delaware. 
Samuel  L.  Reed,  Ebensburg,  Cambria  county,  Pennsylvania. 


618  CORPORATIOX    FORMS. 

F.  A.  Shoemaker,  Ebensburg,  Cambria  county,  Pennsylvania. 

7.  The  amount  of  the  capital  stock  of  said  corporation  is  $50,000, 
divided  into  500  shares,  of  the  par  value  of  $100  each. 

8.  The  name  of  the  treasurer  of  this  corporation  is  J.  E.  Evans. 

9.  The  legislation  under  which  the  corporation  was  originally  cre- 
ated was  the  statute  of  Delaware,  entitled,  "An  Act  to  provide  a  gen- 
eral corporation  law,"  approved  March  10,  1899,  and  the  acts  amenda- 
tory thereof  and  supplemental  thereto. 

10.  The  present  financial  condition  of  this  corporation  is:  (a) 
Capital  stock  paid  in,  $50,000.  (b)  Funded  debt,  none,  (c)  Float- 
ing debt,  none,  (d)  Estimated  value  of  property  (mortgages,  bills 
receivable,  bonds,  etc.,),  $60,000.    (e)  Cash  assets,  $10,000. 

The  Delaware  Easy  Loan  Company, 
(Seal.)  By  W.  T.  Shark,  President. 

Attest : 

James  M.  Fleece,  Secretary. 
§  6652. 

FORM  841. 
Resolution  of  Stockholders  for  Domestication — Pennsylvania. 
State  of  Delaware,  City  of  Dover  : 

We,  the  undersigned  officers  and  directors  of  The  Delaware  Easy 
Loan  Company,  hereby  certify  that  at  a  meeting  of  the  stockholders 
of  said  company,  held  pursuant  to  due  and  legal  notice  at  the  office 
of  the  said  company  in  the  city  of  Dover,  state  of  Delaware,  on  the 
20th  day  of  December,  A.  D.  1909,  a  quorum  of  stockholders  being 
present,  the  following  resolution  was  unanimously  adopted  :  "Resolved, 
that  the  stockholders  of  this  company  do  hereby  consent  for  the  appli- 
cation of  the  charter  under  the  laws  of  the  commonwealth  of  Pennsyl- 
vania; and  be  it  further  resolved,  that  this  corporation  do  renounce 
its  original  charter  and  all  privileges  not  enjoyed  by  corporations  of 
its  class  under  laws  of  the  commonwealth  of  Pennsylvania. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  caused  the 
corporate  seal  of  said  corporation  to  be  affixed  this  20th  day  of  Decem- 
ber, A.  D.  1909.  The  Delaware  Easy  Loan  Company, 

(Seal.)  By  W.  T.  Shark,  President. 

Attest : 

James  M.  Fleece,  Secretary. 

G.  M.  Jones,  Director. 
William  M.  Hope,  Director. 
John   H.   Anderson,   Director. 

(To  be  sworn  to  and  acknowledged  before  the  recorder  of  deeds  of 
the  proper  county.) 


FOREIGN    CORPORATIONS.  619 

FORM  842. 

Designation  of  Office  and  Agent — Pennsylvania. 

To  the  Secretary  of  the  Commonwealth  of  Pennsylvania : 

The  Delaware  Easy  Loan  Company,  having  made  application  for 
domestication  pursuant  to  the  act  of  assembly  of  Pennsylvania,  ap- 
proved April  22,  1874,  entitled,  "An  Act  to  prohibit  foreign  corpora- 
tions from  doing  business  in  Pennsylvania,  without  having  a  known 
place  of  business  and  authorized  agents,"  and  for  the  purpose  of 
obtaining  such  permission,  does,  by  W.  T.  Shark,  its  president,  and 
James  M.  Fleece,  its  secretary,  hereby  state  and  certify : 

1.  That  the  said  Delaware  Easy  Loan  Company  is  a  foreign  cor- 
poration. 

2.  That  the  title  or  name  of  this  corporation  or  company  is,  The 
Delaware  Easy  Loan  Company. 

3.  That  this  corporation  is  incorporated  and  organized  under  the 
laws  of  the  state  of  Delaware,  with  its  principal  office  at  the  city  of 
Dover  in  said  state  of  Delaware. 

4.  The  object  of  this  corporation  is  to  make  loans  of  money  on  easy 
payments  and  with  indifferent  security. 

5.  The  office  of  this  corporation  in  the  commonwealth  of  Pennsyl- 
vania has  been  established  at  No.  125  East  New  Jersey  street,  in  the 
city  of  Ebensburg,  in  the  county  of  Cambria,  in  said  commonwealth. 

6.  The  name  of  its  duly  authorized  agent  and  attorney  in  fact 
to  transact  its  business  at  said  office  is  Emory  H.  Davis. 

In  witness  whereof,  the  name  of  said  corporation  is  hereto  affixed 
by  its  president,  attested  by  its  secretary,  to  which  the  corporate  seal 
is  attached,  this  15th  day  of  January,  A.  D.  1910. 

(Signed  and  attested.) 

FOEM  843. 
Capital  Stock  Report— Pennsylvania. 

To  the  Auditor  General  of  Pennsylvania : 

The  Delaware  Easy  Loan  Company,  by  the  undersigned,  its  treas- 
urer, hereby  makes  and  submits  this  annual  report  for  the  year  end- 
ing the  first  Monday  of  November,  1909,  pursuant  to  the  laws  of  the 
commonwealth  of  Pennsylvania,  to  wit : 

1.  The  name  of  this  corporation  is  the  Delaware  Easy  Loan  Com- 
pany. 

2.  The  location  of  its  home  and  chief  office  is  the  city  of  Dover, 

county  of  Kent,  state  of  Delaware. 

3.  The  location  of  its  chief  office  in  the  commonwealth  of  Pennsyl- 


G20 


CORPORATION*    FORMS. 


vania  and  the  name  of  its  authorized  agent :  Location,  No.  125  North 
New  Jersey  Street,  city  of  Ebensburg,  Cambria  county,  Pennsylvania. 
Name,  Emory  H.  Davis. 

4.    Name  and  address  of  president  and  treasurer : 


Name.                                        Office. 

Address. 

W.  T.  Shark,                            President, 

Dover,  Delaware. 

J.  E.  Evans,                             Treasurer. 

Dover,  Delaware. 
Capital 

Capital                       Authorized     Shares 

Par 

Amt.      Paid  In. 

Stock.       Authorized.      Shares.   Issued. 

Value. 

Cash.     Property. 

Common,         $40,000         400         400 

$100 

$40,000         None. 

Preferred,         10,000         100         100 

100 

10,000         None. 

Total  $50,000         500         500  $50,000 

Balance  sheet  of  all  property  and  capital  in  Pennsylvania : 

Assets.  Amount. 

Good  will $ 

Value  of  Property 

Bills  receivable  

Cash  and  current  assets 

Stocks  of  other  companies 

Bonds  of  other  companies 

Profit  and  loss 

Total $ 

Liabilities.  Amount. 

Capital  stock  $ 

Floated  debt 

Bills  payable 

Other   liabilities 

Profit  and  loss 

Total $ 

Date  of  charter,  May  1st,  1905,  state  of  Delaware, 

5.  Amount  of  capital  employed  wholly  in  Pennsylvania,  

dollars.   Sales  of  stock :  highest  price  between  November  1-15,  $1.05. 

6.  Actual  value  of  property  of  all  kinds  owned  by  company  in 
Pennsylvania, dollars;  sales  of  stock  highest  price  sales  dur- 
ing year, dollars. 

7.  Actual  value  in  cash  of shares  at dollars  a  share 

°f  dollars,  sale  of  stock:  average  prices  of  sales  during  year 

price dollars. 


FOREIGN    CORPORATIONS.  621 

8.  Date  when  company  began  business  in  Pennsylvania,  November 
1,  1908. 

9.  Nature  of  business  transacted  in  Pennsylvania  (give  a  full  and 
detailed  statement  of  all  the  business  transacted  in  Pennsylvania). 

10.  State  how  capital  is  employed  or  invested  in  Pennsylvania : 
a.  Any  ownership  of  real  estate  in  Pennsylvania  other  than  that  oc- 
cupied and  used  as  a  manufacturing  plant,  none.  b.  Any  ownership 
of  personal  property  not  employed  in  manufacturing  in  Pennsylvania, 

dollars,    c.    Average  bank  account  carried  in  Pennsylvania. 

dollars,  d.  Any  manufacturing  wholly  and  exclusively  em- 
ployed within  said  state  of  Pennsylvania,  none.  e.  Any  goods  and 
wares  manufactured  by  others  and  sold  by  this  corporation,  none,  f .  Av- 
erage value  of  goods  manufactured  by  the  company  outside  of  Pennsyl- 
vania and  sold  in  Pennsylvania,  the  same  having  been  shipped  to  the 
distributing  point  within  the  commonwealth  directly  or  indirectly 
under  the  control  of  the  company,  none. 

11.  What  dividends  were  paid  by  the  company  during  the  year 
1909?  January  1st,  1909,  a  dividend  of  4  per  cent,  July  1st,  1909,  a 
dividend  of  4  per  cent. 

(Signed  and  sworn  to  by  the  president  and  treasurer.) 
§  6652 

FOEM  844. 

Bonus  Tax  Report — Pennsylvania. 

City  of  Dover,  Del.,  December  10,  1909. 
To  the  Auditor  General  of  the  Commonwealth  of  Pennsylvania : 

The  Delaware  Easy  Loan  Company,  by  the  undersigned,  its  presi- 
dent, in  accordance  with  the  requirements  of  the  act  of  the  general 
assembly  of  the  commonwealth  of  Pennsylvania,  approved  May  8, 
1901,  entitled,  "An  Act  providing  for  the  rates  of  revenue  for  said 
purposes  by  imposing  upon  certain  foreign  corporations,  and  other  in- 
stitutions, a  bonus  of  one-third  of  one  per  centum  upon  the  capital 
actually  employed  in  Pennsylvania,"  and  requiring  such  corporations 
and  other  institutions  to  file  certain  reports  in  the  office  of  the  auditor 
general,  and  pursuant  to  such  requirements  the  said  The  Delaware 
p]asy  Loan  Company,  by  its  president,  makes  and  submits  the  follow- 
ing report  for  the  information  of  the  said  auditor  general : 

1.  The  name  of  this  corporation  is  the  Delaware  Easy  Loan  Com- 
pany. 

2.  The  date  when  this  company  began  business  in  Pennsylvania 
was  November  1,  1908. 

3.  Date  of  last  bonus  tax  report  of  this  corporation  to  the  auditor 


622  CORPORATION    FORMS. 

general  under  the  provisions  of  the  above  act  of  the  assembly  was 
December  10,  1909. 

4.  The  name  of  the  state  and  county  in  which  this  corporation  was 
organized  is,  state  of  Delaware,  county  of  Kent. 

5.  The  date  of  its  incorporation  and  its  organization  was  May  1, 
1905. 

6.  The  location  of  its  chief  office  in  this  state  and  the  name  of  its 
authorized  agent  is  as  follows:  Location,  No.  125  North  New  Jersey 
street,  city  of  Ebensburg,  county  of  Cambria,  state  of  Pennsylvania. 
Name,  Emory  H.  Davis. 

7.  Name  and  address  of  the  president  and  treasurer : 
Name.  Office.  Address. 

W.  T.  Smithers,  President,  Dover,  Kent  Co.,  Delaware. 

J.  E.  Evans,  Treasurer,  Dover,  Kent  Co.,  Delaware. 

8.  The  amount  of  bonded  indebtedness,  nothing. 

9.  Amount  of  authorized  capital  stock: 

Common  stock    $40,000 

Preferred    10,000 

Total    $50,000 

10.  Amount  of  capital  stock  paid  in :  Common  stock,  $40,000;  pre- 
ferred, $10,000 ;  total,  $50,000. 

11.  Amount  of  capital  wholly  employed  in  Pennsylvania,  $20,000. 

12.  The  name  of  the  only  place  at  which  business  was  transacted 
during  the  past  year  in  Pennsylvania;  Ebensburg,  Cambria  county. 

13.  Give  nature  of  business  and  how  carried  on  ?  Making  loans  se- 
cured on  real  estate  and  personal  property  by  the  said  agent  at  it? 
office  in  the  said  city  of  Ebensburg. 

14.  The  actual  or  approximate  value  of  the  average  amount  of 
stock  in  trade  carried  by  this  corporation  in  Pennsylvania  during  the 
year  ending  November  30,  1909,  was  the  sum  of  the  said  $20,000  in- 
vested in  loans,  except  an  average  bank  deposit  of  $5,000. 

15.  If  its  capital  is  employed  in,  by  or  through  the  ownership  in 
real  estate  or  other  tangible  property  permanently  located  in  Pennsyl- 
vania, give  name,  location,  assessed  value  for  legal  taxation,  character 
and  actual  value  of  each  property.    (State  fully  and  in  detail.) 

16.  Amount  of  capital  employed  in  Pennsylvania  at  the  time  of 
the  filing  of  last  report,  $20,000. 

17.  If  the  amount  of  capital  employed  in  Pennsylvania  has  been 
increased  during  the  year  ending  November  30,  1909,  give  date  and 
amount  of  such  increase  ?  There  has  been  no  increase. 

(Signed  and  sworn  to  by  the  president  and  treasurer.) 


FOREIGN    CORPORATIONS.  623 

FOEM  845. 

Beport  of  Loans — Pennsylvania. 

Dover,  Del.,  December  1,  1909. 
To  the  Auditor  General  of  Pennsylvania: 

In  accordance  with  the  provisions  of  section  4  of  the  act  of  June 
30,  1885,  and  section  1  of  the  act  of  June  8,  1891,  and  the  require- 
ments of  your  department,  I,  the  undersigned  treasurer  of  the  Dela- 
ware Easy  Loan  Company,  hereby  make  and  submit  the  following 
annual  report  for  the  year  ending  the  first  Monday  of  November,  1909, 
of  loans  made  by  this  company  for  said  year,  and  I  do  also  hereby 
assess  each  and  every  of  the  scrip,  bonds  and  other  evidences  of  its  in- 
debtedness at  their  nominal  value  and  report  the  amount  of  their  said 
loans  and  indebtedness  of  this  corporation  owned  by  residents  and 
corporations  of  the  commonwealth  of  Pennsylvania,  and  others  as 
nearly  as  the  same  can  be  ascertained  as  hereunto  set  forth. 

1.  The  nominal  and  par  value  of  all  funded  and  other  in- 

debtedness as  shown  by  schedule  A  hereto  attached.  . .  .$ 

2.  Held   and   owned  by  non-residents   of   Pennsylvania,   as 

shown  by  schedule  B  hereto  attached 

3.  Held  and  owned  by  individual  residents  and  corporations 

of  Pennsylvania,  as  shown  by  schedules  A  and  B  both 

hereto  attached 

Schedule  A. 

Description            Total  Date              Date  of             Amount  of 

of  debt.              amount.  of  issue.           maturity.          interest  paid. 

Bonds.  , 

Mortgages.  

Car  trust  securi- 
ties.           

Judgments.  

Scrips.  

Notes.  

Notes  discounted 
and  negotiated 

by  bank.  

All  other  certifi- 
cates or  evi- 
dences of  in- 
debtedness.               

Total  


624  CORPORATION   FORMS. 

Description  of  loans  and  indebtedness  with  amount  of  each  class. 

Description  of  debt,  amount,  how  and  by  whom  held,  owned  or  pos- 
sessed. 
Holders.  Character  of  debt.  Amount. 

1.  By  individual  residents  of  Pennsylvania $ 

2.  By  individual  residents  as  trustees  and  agents 

3.  By  Pennsylvania  corporations 

4.  By  foreign  corporations  and  individuals  as  trustees,  agents 

and  attorneys   

5.  By  Pennsylvania  state  banks  and  savings  institutions. .  .  .  

6.  By  Pennsylvania  corporations,  including  national  banks. .  

By  non-residents  of  Pennsylvania 

By  persons  whose  residences  are  not  known 

Schedule  B. 
Bonds,  mortgages,  car  trust  securities,  judgments,  scrip  and  notes 
of  this  company  owned,  held  or  possessed  by  corporations,  domestic 
or  foreign,  including  national  banks. 
Name  of  corporation  Description, 

holding  loan.  Location.  Date  of  loan.  Amount. 


State  how  the  loans  are  held,  owned  or  possessed,  whether  in  its 
own  right  or  in  a  fiduciary  capacity. 

(Signed  and  sworn  to  by  the  president.) 

FORM  846. 
Application  for  Doing  Business — Philippine  Islands. 

The  American  Coffee  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  New  Jersey,  United  States  of 
America,  hereby  makes  application  to  the  chief  of  the  division  of 
archives,  etc.,  for  a  license  permitting  and  authorizing  it  to  transact 
and  carry  on  its  business  in  the  Philippine  Islands. 

In  order  to  obtain  such  license  it  presents  herewith  and  files  with 
the  chief  of  the  division  of  archives,  patents,  etc.,  a  statement  under 
oath  of  the  managing  agent  of  the  corporation  showing  the  solvency 
and  the  sound  financial  condition  of  this  corporation,  and  setting  forth 
its  resources  and  liabilities  as  required  by  the  secretary  of  commerce 
and  police. 


FOREIGN    CORPORATIONS.  625 

It  also  files  herewith  a  designation  of  its  office  and  the  name  of  the 
agent  and  attorney  residing  in  the  Philippine  Islands  as  the  person 
on  whom  service  of  summons  and  process  may  be  served. 

It  also  presents  and  files  herewith  a  certified  copy  of  its  articles 
of  incorporation,  duly  certified  and  authenticated  by  the  secretary  of 
state  of  the  said  state  of  New  Jersey,  the  legal  custodian  of  the  orig- 
inal articles  of  incorporation. 

It  also  presents  herewith  and  files  the  order  of  the  secretary  of 
commerce  and  police  authorizing  the  chief  of  said  division  to  issue  a 
license  to  this  corporation  authorizing  it  to  transact  and  carry  on  its 
business  in  the  Philippine  Islands. 

In  witness  whereof,  this  corporation  has  caused  its  name  to  be 
signed  hereto  by  its  president,  attested  by  its  secretary  with  its  cor- 
porate seal  affixed  this  1st  day  of  March,  1910. 

(Signed)  The  American  Coffee  Company, 
(Seal.)  By  William  A.  Crane,  President. 

Attest:     John  M.  Mills,  Secretary. 

(Sworn  to.) 

§  6640  et  seq. 

FORM  847. 

Financial  Statement — Philippine  Islands. 

To  the  Chief  of  the  Division  of  Archives,  etc.,  Philippine  Islands : 

The  American  Coffee  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  New  Jersey,  United  States  of 
America,  hereby  reports  and  shows  to  the  chief  of  the  division  of 
archives,  etc.,  of  the  Philippine  Islands  the  following  statement,  show- 
ing its  financial  condition,  setting  forth  its  resources  and  liabilities 
within  the  next  preceding  ninety  days  as  required  by  the  secretary 
of  commerce  and  police  as  follows : 

1.  The  name  of  this  corporation  is  the  American  Coffee  Company. 

2.  The  purpose  for  which  it  was  organized:    (Here  state  fully.) 

3.  The  location  of  its  principal  place  of  business  and  its  home  of- 
fice: 150  Eiver  street,  city  of  Morristown,  county  of  Morris,  in  said 
state  of  New  Jersey. 

4.  The  capital  stock  of  the  corporation  and  the  amount  thereof 
actually  subscribed  and  paid  into  the  treasury  on  the  1st  day  of  Janu- 
ary, 1910.  The  capital  stock  of  this  corporation  is  $100,000,  all  of 
which  has  actually  been  subscribed  and  paid  into  the  treasury  of  this 
corporation. 

5.  The  net  assets  of  the  corporation  over  and  above  all  debts,  lia- 

40 — Thomp.  Corp.  VII. 


026  CORPORATION    FORMS. 

bilities,  obligations  and  claims  outstanding  against  it  on  the  said  1st 
day  of  January,  1910,  were  $125,000. 

6.  The  name  of  the  agent  residing  in  the  Philippine  Islands  au- 
thorized by  this  corporation  to  accept  service  of  summons  and  process 
in  all  legal  proceedings  against  the  corporation  and  all  notices  affect- 
ing the  corporation,  is  Eaymond  S.  Bacon;  and  the  office  and  place 
of  business  of  this  corporation  and  of  the  said  agent  representing  it 
is  No.  500  Vega  street,  in  the  city  of  Manila  in  the  said  Philippine 
Islands. 

And  this  corporation  hereby  consents  and  agrees  that  it  shall  be 
bound  by  all  laws,  rules,  and  regulations  applicable  to  domestic  corpo- 
rations of  the  same  class  of  the  Philippine  Islands  now  in  force, 
or  as  the  same  may  be  hereafter  amended  or  otherwise  changed  and 
adopted. 

In  witness  whereof  the  said  corporation  has  caused  its  name  to  be 
signed  hereto  by  its  president,  attested  by  its  secretary  with  its  cor- 
porate seal  affixed.  * 

(Signed)  The  American  Coffee  Company, 

(Seal.)  By  William  A.  Crane,  President. 

Attest:     John  M.  Mills,  Secretary. 

( Sworn  to  by  the  president  and  secretary. ) 

§  6652. 

FORM  848. 
Application  for  Doing  Business — Porto  Rico. 

To  the  Secretary  of  Porto  Pico : 

The  undersigned,  The  Delaware  Domestic  Fruit  Company,  a  cor- 
poration organized  under  the  laws  of  the  state  of  Delaware,  United 
States  of  America,  hereby  makes  application  for  transacting  and 
carrying  on  its  business  in  the  territory  and  island  of  Porto  Rico. 

It  herewith  presents  and  files  in  the  office  of  the  said  secretary  a 
duly  authenticated  copy  of  its  articles  of  incorporation  which  are 
attached  to  this  application  and  made  a  part  hereof. 

It  also  presents  herewith  and  files  as  a  part  of  this  application  a 
statement  verified  by  the  oath  of  its  president  and  secretary  and  at- 
tested by  a  majority  of  its  board  of  directors  showing  its  name  and 
location  of  its  office  and  its  general  financial  ability. 

And  it  also  presents  and  files  herewith  a  certificate  under  its  seal 
and  under  the  signature  of  its  president  and  secretary  its  written 
consent  to  be  sued  in  the  courts  of  the  said  islands. 

It  also  files  herewith  a  statement  and  designation  of  its  place  of 
business  and  of  an  agent  residing  in  said  island  representing  this 


FOREIGN    CORPORATIONS. 


627 


corporation  and  on  whom  service  of  process  may  be  made,  together 
with  the  written  consent  of  said  agent. 

In  witness  whereof,  the  said  corporation  has  caused  this  applica- 
tion to  be  signed  by  its  president  and  attested  by  its  secretary  this 
10th  day  of  March,  A.  D.  1910. 

The  Delaware  Domestic  Fruit  Company, 
/geal  \  By  George  N.  Davis,  President. 

Attest :     John  P.  C ann,  Secretary.  ( Sworn  to. ) 

§  6640  et  seq. 

FORM  849. 
Financial  Statement — Porto  Rico. 

The  Delaware  Domestic  Fruit  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the  state  of  Delaware,  in  the  United 
States  of  America,  makes  and  submits  the  following  statement  under 
the  oath  of  its  president  and  secretary,  attested  by  a  majority  of  its 
board  of  directors,  showing  as  follows,  to  wit : 

1.  The  name  of  this  corporation  and  the  location  of  its  principal 
office  without  this  island  is  the  Delaware  Domestic  Fruit  Company. 
its  principal  place  of  business  is  located  at  No.  200  Delaware  street. 
in  the  city  of  Wilmington,  county  of  New  Castle,  in  the  said  state  of 

Delaware,  IT.  S.  A.  _ 

2.  The  location  of  its  principal  office  and  place  of  business  in  the 
island  of  Porto  Rico,  No.  200  Equator  street,  city  of  San  Juan,  county 
of  San  Juan,  in  said  island  of  Porto  Rico. 

3.  The  amount  of  its  capital  stock  is  $50,000. 

4.  The  amount  of  its  capital  stock  actually  paid   in   in  money 

is  $50,000.  . 

5.  The  amount  of  its  capital  stock  paid  in  any  other  way  and  in 

what?    Nothing. 

6  The  amount  of  the  assets  of  this  corporation  and  of  what  its 
assets  consist,  with  the  actual  cash  value  thereof.     (Here  set  out  m 

full.)  . 

7.  The  liabilities  of  this  corporation  and  the  amount  of  its  indebt- 
edness as  security,  how  secured,  and  upon  what  property.     (Here  set 

out  fully.)  , 

In  witness  whereof,  the  said  corporation  has  caused  its  name  to  be 
affixed  hereto  by  its  president,  attested  by  its  secretary,  and  its  cor- 
porate seal  hereto  attached  this  10th  day  of  March,  A.  D.  1910. 

(Sworn  to  by  the  president  and  secretary  and  attested  by  a  majority 
of  the  board  of  directors.) 
§  6652. 


628  CORPORATION    FORMS. 

FORM  850. 
Designation  of  Agent — Porto  Rico. 

The  Delaware  Domestic  Fruit  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the  state  of  Delaware,  in  the  United 
States  of  America,  has  selected,  appointed  and  designated  and  does 
hereby  select,  appoint  and  designate  Usera  Hernandes  its  agent  and 
representative  residing  in  the  said  island  of  Porto  Rico,  at  No.  200 
Equator  street,  city  of  San  Juan,  county  of  San  Juan,  in  said  island, 
on  whom  service  of  process  may  be  made  in  any  action  or  proceeding 
arising  or  maintained  against  this  corporation  in  the  said  island  of 
Porto  Rico;  and  this  corporation  hereby  consents  and  agrees  that 
such  service,  when  so  made,  upon  said  agent  shall  be  valid  service  on 
this  corporation. 

In  witness  whereof,  we,  George  N.  Davis,  president,  and  John  P. 
Cann,  secretary,  of  the  Delaware  Domestic  Fruit  Company  hereby 
certify  that  the  above  appointment  has  been  duly  made,  and  that  the 
same  is  hereby  made  by  us,  acting  as  and  for  the  said  corporation,  this 
10th  day  of  March,  A.  D.  1910. 

(Seal.)  George  X.  Davis.  President. 

Attest : 

John  P.  Cann,  Secretary. 

$  6653. 

FORM  851. 

Consent  of  Agent — Porto  Rico. 

To  the  Secretary  of  Porto  Rico : 

I.  Usera  Hernandes,  hereby  accept  the  appointment  and  designation 
as  agent  of  the  Delaware  Domestic  Fruit  Company,  a  corporation 
organized  and  existing  under  the  laws  of  the  state  of  Delaware,  of  the 
United  States  of  America,  and  doing  business  in  the  island  of  Porto 
Rico  at  No.  200  Equator  street,  in  the  city  of  San  Juan,  in  said  island, 
and  state,  that  I  am  a  resident  of  this  island  and  my  place  of  business 
is  the  said  No.  200  Equator  street,  in  the  said  city  of  San  Juan,  and 
that  service  of  process  may  be  made  on  me  at  said  office. 

I  have  this  day  notified  the  said  Delaware  Domestic  Fruit  Company 
of  my  acceptance  of  the  appointment  as  its  agent  in  this  island. 

(Duly  acknowledged.)  Usera  Hernandes. 

§  6755. 


FOREIGN    CORPORATIONS.  629 

FORM  852. 
Consent  to  be  Sued — Porto  Rico. 

To  the  Secretary  of  Porto  Rico : 

The  Delaware  Domestic  Fruit  Company,  a  corporation  duly  organ- 
ized under  the  laws  of  the  state  of  Delaware,  United  States  of  Amer- 
ica, having  made  application  to  transact  and  carry  on  its  business  in 
the  island  of  Porto  Pico,  has  consented,  and  in  consideration  that  it 
be  permitted  to  transact  and  carry  on  its  business  in  the  said  island  of 
Porto  Rico  does  hereby  and  by  these  presents  consent  to  be  sued  in 
the  courts  of  the  said  island  of  Porto  Rico  upon  all  causes  of  action 
arising  against  it  in  said  island ;  and  it  further  hereby  consents  that 
service  of  process  may  be  made  upon  its  resident  agent,  this  day  made 

by  it. 

In  witness  whereof,  the  said  corporation  has  caused  its  name  to  be 
signed  hereto  by  its  president,  attested  by  its  secretary,  with  its  cor- 
porate seal  attached,  this  10th  day  of  March,  A.  D.  1910. 

(Acknowledged.) 

§  6740. 

FORM  853. 
Annual  Report — Porto  Rico. 

The  Delaware  Domestic  Fruit  Company,  a  corporation  organized 
under  the  laws  of  the  state  of  Delaware,  U.  S.  A.,  and  doing  business 
in  Porto  Rico,  does  hereby  make  and  submit  the  following  annual 
report  in  compliance  with  the  provisions  of  an  act  of  the  legislative 
assembly  of  Porto  Rico,  entitled,  "An  Act  regulating  corporations," 
approved  March  1,  1902,  as  follows,  to  wit: 

1.  The  name  of  this  corporation  is  the  Delaware  Domestic  Fruit 

Company. 

2.  The  location  of  the  principal  office  in  Porto  Rico  is  No.  200 
Equator  street,  in  the  city  of  San  Juan,  and  the  agent  upon  whom 
service  against  this  corporation  may  be  served  is  Usera  Hernandes. 

3.  The  object  of  this  corporation  is  (here  state  as  in  form  blank), 
and  is  otherwise  specified  in  the  articles  of  incorporation. 

4.  The  amount  of  the  authorized  capital  stock  of  this  corporation 
is  $50,000;  the  amount  actually  issued  and  outstanding  is  $50,000; 
the  amount  actually  paid  in  is  $50,000;  the  existing  liabilities  of  this 
corporation  are  the  following:    (Here  state  all  of  existing  liabilities). 

5  The  names  of  all  the  directors  and  officers  and  postoffice  ad- 
dresses of  each  and  the  time  when  the  terms  of  office  of  each  expires 
are  as  follows : 


630  CORPORATION    FORMS. 

Names  of  Directors.  Address.  Expiration  of  term. 


Officers. 

President,  George  N.  Davis,  915  Market  street,  Wilmington,  Dela- 
ware, Newcastle  county. 

Vice-president,  George  Lodge,  4  West  9th  street,  Wilmington,  Dela- 
ware, Newcastle  county. 

Treasurer,  Howell  S.  England,  904  Market  street,  Wilmington,  Dela- 
ware, Newcastle  county. 

Secretary,  John  P.  Cann,  909  Market  street,  Wilmington,  Dela- 
ware, Newcastle  county. 

Eobert  A'Dair,  18th  and  Washington  streets,  Wilmington,  Dela- 
ware, Newcastle  county. 

6.  The  next  and  regular  annual  meeting  of  the  stockholders  for 
the  election  of  directors  is  appointed  to  be  held  on  the  first  Monday 
of  January,  1911.  In  witness  whereof,  the  said  corporation  has  caused 
its  name  to  be  signed  to  this  report  by  George  N.  Davis,  president, 
attested,  John  P.  Cann,  secretary,  with  the  corporate  seal  affixed,  this 
10th  day  of  March,  1910. 

(Seal.)  Delaware  Domestic  Fruit  Company, 

Attest:  By  George  N.  Davis,  President. 

John  P.  Cann,  Secretary. 

§  6652. 

FORM  854. 
Application  for  Doing  Business — Rhode  Island. 

To  the  Secretary  of  State  of  the  State  of  Rhode  Island : 

The  William  L.  Douglas  Shoe  Company,  a  corporation  duly  organ- 
ized  and  existing  under  the  laws  of  the  state  of  Massachusetts,  herewith 
presents  and  files  with  the  secretary  of  state  of  the  state  of  Rhode 
Island  a  duly  certified  and  authenticated  copy  of  its  written  power  of 
attorney  appointing  a  resident  agent  and  attorney  in  said  state  and 
authorizing  such  agent  and  attorney  to  accept  service  of  all  process 
against  this  corporation  in  said  state  of  Rhode  Island. 

(Seal.)  William  L.  Douglas,  President. 

Attest : 

William  E.  Fuller,  Secretary, 

§  6640  et  seq. 


FOREIGN    CORPORATIONS.  631 

FORM  855. 
Appointment  of  Agent — Rhode  Island. 

Know  all  men  by  these  presents,  that  the  William  L.  Douglas  Shoe 
Company,  a  corporation  created  by  and  duly  organized  under  the  laws 
of  and  existing  in  the  state  of  Massachusetts,  with  its  principal  office 
and  place  of  business  located  in  the  city  of  Fall  River,  county  of 
Bristol,  in  the  state  of  Massachusetts,  hereby  selects,  constitutes  and 
appoints  James  A.  Lee  of  the  city  of  Providence,  county  of  Providence, 
in  the  state  of  Rhode  Island,  to  be  its  true  and  lawful  agent  and 
attorney  to  accept  and  acknowledge  service  of  process,  whether  mesne 
or  final,  for  and  on  behalf  of  said  corporation  in  any  action  or  pro- 
reeding  against  said  corporation  arising  out  of  or  connected  with  its 
business  in  the  said  state  of  Rhode  Island  and  which  may  be  brought 
in  any  court  in  said  state,  including  the  process  of  garnishment,  and 
in  consideration  that  this  corporation  is  permitted  and  does  carry  on 
and  transact  its  business  in  the  said  state  of  Rhode  Island,  it  hereby 
stipulates  and  agrees  that  any  legal  process  served  upon  its  said  agent 
and  attorney  shall  be  taken  and  held  to  be  as  valid  and  binding  in 
law  in  that  behalf  as  if  served  upon  said  corporation  according  to  the 
laws  of  the  said  state  of  Rhode  Island  and  all  claims  of  writ  of  error 
by  reason  of  such  service  is  held  expressly  waived  and  relinquished. 
And  in  consideration  of  the  premises  it  has  agreed  that  this  appoint- 
ment shall  continue  in  force  for  a  period  of  time  and  in  the  manner 
provided  by  Chapter  29  of  the  Court  and  Practice  Act,  and  so  long 
as  any  liability  remains  outstanding  against  this  corporation  in  the 
said  state  of  Rhode  Island,  and  until  another  agent  and  attorney 
shall  be  substituted  and  appointed. 

In  witness  whereof,  the  corporation  has  caused  its  name  to  be  here- 
unto subscribed  by  its  president  and  attested  by  its  secretary,  and  its 
corporate  seal  to  be  affixed  thereto,  this  5th  day  of  January,  A.  D. 
1910.  William  L.  Douglas  Shoe  Company, 

(Seal.)  By  William  L.  Douglas,  President. 

Attest : 

William  E.  Fuller,  Secretary. 
(Acknowledged.) 
§§  6653,  6740. 

FORM  856. 

Acceptance  of  Appointment — Rhode  Island. 

State  of  Rhode  Island,  County  and  City  of  Providence,  ss  : 

Falls  River,  Massachusetts,  January  10,  1910. 
To  the  William  L.  Douglas  Shoe  Company : 

I,  James  A.  Lee  of  the  city  of  Providence,  state  of  Rhode  Island, 


632  CORPORATION    FORMS. 

do  hereby  consent  to  and  accept  the  appointment  as  your  agent  and 
attorney  in  the  said  state  of  Rhode  Island  on  whom  legal  process 
against  your  said  corporation  in  any  action  brought  against  it  in  the 
said  state  of  Rhode  Island  may  be  served. 

I  will  immediately  notify  you  in  case  I  am  served  at  any  time  with 
process  and  will  at  once  forward  to  you  a  copy  of  any  such  writ  or 
summons. 

I  have  this  day  notified  the  secretary  of  state  of  the  state  of  Rhodo 
Island  of  my  appointment  and  acceptance  and  have  notified  him  that 
my  place  of  business  as  such  agent  for  your  corporation  is  at  No.  100.-) 
Sea  street,  in  the  city  of  Providence.       (Signed  and  acknowledged.) 

§  6755. 

FORM  857. 

Application  for  Doing  Business — South  Carolina. 

To  the  Secretary  of  State  of  the  State  of  South  Carolina : 

The  undersigned,  the  Delaware  Small  Peanut  Company,  desiring 
and  intending  to  transact  and  carry  on  its  business  in  the  state  of 
South  Carolina,  tenders  and  files  herewith  a  duly  certified  and  au- 
thenticated copy  of  its  articles  of  incorporation  and  a  like  certified 
and  authenticated  copy  of  its  by-laws  together  with  all  amendments 
that  have  from  time  to  time  been  made. 

It  also  tenders  and  files  herewith  a  written  stipulation  and  declara- 
tion designating  a  place  in  said  state  as  its  principal  place  of  business 
and  the  location  of  its  principal  office  at  which  all  legal  papers  may 
be  served  on  any  agent  or  employe  of  said  corporation  found  therein 
or  thereat.         (Signed)     Delaware  Small  Peanut  Company, 

(Seal.)  By  Shelley  Chestnut,  President. 

Attest : 

Frank  J.  Burr. 

§  6640  et  seq. 

FORM  858. 

Designation  of  Place  of  Business — South  Carolina. 

Know  all  men  by  these  presents,  that  the  Delaware  Small  Peanut 
Company,  having  within  sixty  days  last  past  acquired  property  in  the 
state  of  South  Carolina  and  having  within  said  time  commenced  to 
transact  and  carry  on  its  business  in  the  said  state,  has  pursuant  to  the 
statutes  and  laws  of  the  said  state  of  South  Carolina  selected  and  desig- 
nated, and  does  hereby  select  and  designate  as  the  place  and  location  of 
its  principal  office  and  place  of  doing  business  in  said  state  of  South 


FOREIGN    CORPORATIONS.  633 

Carolina,  No.  43  Broad  street,  in  the  city  of  Charleston,  county  of 
Charleston,  in  the  said  state  of  South  Carolina,  and  the  said  corpora- 
tion hereby  consents  and  agrees  that  all  legal  papers  in  any  proceeding 
or  action  against  this  corporation  in  the  said  state  of  South  Carolina 
may  be  served  on  it  by  the  delivery  of  the  same,  or  the  proper  copies 
thereof,  to  any  officer,  agent  or  employe  of  this  corporation  found  at 
its  said  principal  office  and  the  location  of  its  said  business  in  said 
city  of  Charleston;  and  it  further  agrees  that  if  any  such  officer, 
agent  or  employe  shall  be  found  at  said  designated  place,  then  service 
of  all  legal  papers  may  be  made  by  leaving  a  copy  of  the  same  at  such 
designated  place,  and  this  corporation  hereby  consents  and  agrees  that 
such  service  on  its  said  officer,  agent  or  employe,  and  in  the  absence  of 
any  such  officer,  agent  or  employe,  such  alternative  service  by  copy 
shall  have  the  like  purpose  and  effect  in  all  respects  as  service  upon 
citizens  of  the  said  state  of  South  Carolina  found  within  its  limits. 

(Signed  and  acknowledged.) 
§§  6630,  6653. 

FORM  859. 

Annual  Report — South  Carolina. 

To  the  Secretary  of  State  of  the  State  of  South  Carolina : 

The  Delaware  Small  Peanut  Company,  a  corporation  organized  and 
existing  under  the  laws  of  the  State  of  Delaware  and  doing  business 
in  the  state  of  South  Carolina,  hereby  makes  and  submits  its  statement 
and  report  for  the  fiscal  year  ending  December  31,  1909. 

1.  The  name  of  this  corporation  is  the  Delaware  Small  Peanut 
Company. 

2.  The  nature  of  this  company  is  a  corporation,  an  association  n{ 

persons  duly  incorporated. 

3.  The  location  of  its  principal  office  is  at  No.  200  Broad  street, 
city  of  Wilmington,  county  of  Newcastle,  state  of  Delaware. 

4.  The  name  and  postoffice  address  of  each  of  the  officers  is  as 

follows : 

President,  Shelley  Chestnut,  700  High  street. 

Vice-president,  Frank  E.  Smith,  333  West  street. 

Secretary,  Frank  J.  Burr,  335  Broad  street. 

Treasurer,  William  Bush,  47  North  street. 

Superintendent  and  general  manager,  Edward  W.  Cooch,  402  Adams 

street. 

Directors. 

Shelley  Chestnut,  700  High  street. 
Edward  W.  Cooch,  402  Adams  street. 


034  CORPORATION   FORMS. 

Herbert  L.  Rice,  304  Central  street. 
Hugh  M.  Morris,  500  Washington  street. 
John  F.  Lynn,  124  Morris  street. 

5.  This  corporation  is  organized  under  the  laws  of  the  state  of 
Delaware. 

6.  The  date  of  the  annual  election  of  officers  is  the  first  Monday  of 
July  of  each  year. 

7.  The  amount  of  authorized  capital  stock  and  the  par  value  of 
each  share  is  $10,000,  1,000  shares  of  $10  each. 

8.  The  amount  of  capital  stock  is  $10,000;  subscribed,  $10,000; 
issued  and  outstanding,  $10,000;  paid  up,  $10,000. 

9.  The  nature  and  kind  of  business  in  which  this  corporation  is 
engaged  is  the  raising,  producing,  buying,  selling,  shipping,  export- 
ing, importing,  wholesaling  and  retailing  of  all  kinds  of  peanuts. 

10.  The  place  of  business  of  this  corporation  in  the  state  of  South 
Carolina  is  at  43  Broad  street,  city  of  Charleston,  county  of  Charles- 
ton. 

11.  The  following  are  the  officers  of  the  company  located  in  South 
Carolina  and  the  names  of  the  officers  and  agents  in  charge  of  its  busi- 
ness in  South  Carolina : 

Names.  Office  or  agency.  Postoffice  addresses. 

John  W.  Hull,  Agent  Delaware  Small  Peanut  Company,  43  Broad 
street,  Charleston,  S.  C. 

This  corporation  has  no  managing  or  executive  officer  in  the  said 
state  of  South  Carolina. 

12.  The  value  of  all  property  owned  and  used  by  this  corporation 
in  South  Carolina  and  its  location  is  as  follows : 

Location.  Value. 

(Locate  and  describe  and  give  value  of  each  separate  property.) 

13.  Total  value  of  all  property  in  the  state  of  South  Carolina 


14.  Value  and  location  of  all  the  property  of  this  corporation  out- 
ride of  South  Carolina : 

Location.  Value. 

(Locate  and  describe  and  give  value  of  each  separate  property.) 

15.  The  proportion  of  the  authorized  capital  stock  of  this  corpora- 
tion represented  by  property  owned  and  used  and  by  business  trans- 
acted in  South  Carolina  is  one-third. 

16.  In  witness  whereof,  the  said  corporation  has  caused  its  name 
to  be  signed  hereto  by  its  president,  attested  by  its  secretary,  and  its 
corporate  seal  attached,  this  15th  day  of  January,  A.  D.  1910. 

17.  The  following  changes  have  been  made  since  filing  the  last 
annual  report: 


FOREIGN    CORPORATIONS.  635 

Date.  Amount  of  increase.  Date.  Amount  of  reduction. 

No  change  has  been  made.  No  change  has  been  made. 

(Signed)     Delaware  Small  Peanut  Company, 
By  Shelley  Chestnut,  President. 

State  of  Delaware,  County  of  Newcastle,  ss  : 

Shelley  Chestnut,  being  sworn,  deposes  and  says  that  he  is  the  presi- 
dent of  the  Delaware  Small  Peanut  Company,  and  that  he  executed 
the  above  and  foregoing  statement  and  report  in  the  name  of  and  for 
and  on  behalf  of  the  said  corporation  whose  name  is  attached  hereto, 
and  caused  its  corporate  seal  to  be  hereunto  affixed,  that  he  was 
authorized  to  make  such  statement  and  to  execute  the  same  by  direc- 
tion of  the  board  of  directors  of  the  said  corporation  and  that  the 
statements  herein  set  out  and  made  are  true. 

(Signed  and  sworn  to.) 

§  6652. 

FORM  860. 
Application  for  Doing  Business — South  Dakota. 

To  the  Secretary  of  State  of  the  State  of  South  Dakota : 

The  Cobless  Corn  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  Iowa,  hereby  asks  permission  to  carry 
on  and  transact  its  business  in  the  state  of  South  Dakota,  and  for 
that  purpose  presents  and  files  herewith  an  authenticated  copy  of 
its  articles  of  incorporation,  duly  certified  by  the  secretary  of  state  of 
the  state  of  Iowa,  the  public  officer  having  the  custody  of  the  original 
articles  of  incorporation. 

It  also  files  herewith  a  certified  copy  of  the  resolutions  of  its  board 
of  directors,  appointing  a  resident  agent  in  the  said  state  of  South 
Dakota  on  whom  service  of  process  against  this  corporation  may  be 
served,  and  that  the  designation  of  its  principal  office  and  place  of 
business  is  in  said  state  of  South  Dakota. 

(Seal.)  By  John  F.  Hardin,  President, 

Attest : 

G.  W.  Ward,  Secretary. 

§  6640  et  seq. 

FORM  861. 

Consent  to  be  Sued  and  Appointment  of  Agent— South  Dakota. 

Know  all  men  by  these  presents,  that  the  Cobless  Corn  Company,  a 
corporation  duly  organized  and  incorporated  under  the  laws  of  the  state 
of  Iowa,  has  by  resolution  of  its  board  of  directors  selected,  designated 


636  CORPORATION*    FORMS. 

and  appointed,  and  does  hereby  select,  designate  and  appoint,  Edward 
L.  Craig,  residing  at  the  city  of  Columbia,  in  the  county  of  Richland, 
state  of  South  Dakota,  its  resident  agent  in  said  state,  who  is  hereby 
authorized  to  accept  service  of  process,  and  upon  whom  service  of 
process  may  be  made  in  any  action  in  which  this  corporation  may  be  a 
party,  in  the  said  state  of  South  Dakota,  arising  out  of  or  connected 
with  its  business  in  said  state;  and  this  corporation  hereby  consents 
and  agrees  that  service  upon  the  said  agent  shall  be  taken  and  held  as 
due  and  personal  service  upon  this  corporation. 

In  witness  whereof,  this  corporation,  by  its  board  of  directors,  has 
caused  the  said  appointment  to  be  made  and  signed  in  duplicate  by 
this  corporation,  by  its  president. 

Attested  by  its  secretary  and  its  corporate  seal  affixed  thereto  this 
6th  day  of  February,  1910.  (Signed  and  acknowledged.) 

(One  copy  must  be  filed  with  the  secretary  of  state  and  one  with 
the  register  of  deeds  of  the  county  of  the  agent's  residence.) 

§§  6653,  6740,  6755. 

FORM  862. 
Application  for  Doing  Business — Tennessee. 

To  the  Secretary  of  State  of  the  State  of  Tennessee : 

The  Building  Stone  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  Illinois,  desiring  and  intending  to 
transact  business  in  the  state  of  Tennessee,  hereby  tenders  and  files 
in  the  office  of  the  secretary  of  state  a  copy  of  its  articles  of  incor- 
poration, duly  certified  and  authenticated  in  the  same  manner  as 
provided  for  the  authentication  of  the  statutes  of  the  said  state. 

This  corporation  would  further  represent  and  show  that  it.  is  its 
intention,  in  good  faith,  to  proceed  to  the  transaction  of  its  business 
in  mining,  quarrying  and  shipping  building  stone  of  all  kinds,  and 
in  developing  and  operating  the  mine  and  quarries  now  owned  and 
leased  by  it  in  the  said  state  of  Tennessee,  and  that  it  will  in  one 
year  commence,  in  good  faith,  to  develop  and  work  its  said  property 
within  the  state  after  filing  this  application  and  the  authenticated 
copy  of  its  articles  of  association,  and  that  it  intends,  in  good  faith, 
to  comply  with  the  statutes  of  the  said  state  of  Tennessee,  in  its 
behalf  made  and  provided. 

This  corporation  has  filed  a  certified  and  duly  authenticated  copy 
of  its  said  articles  of  incorporation  in  the  office  of  the  register  of  deeds 
in  the  county  of  Rutherford,  in  which  said  county  it  proposes  to 
carry  on  its  business  and  acquire  real  estate  and  other  property. 


FOREIGN    CORPORATIONS.  637 

In  witness  whereof,  the  said  corporation  has  caused  its  name  to 
be  signed  hereunto  by  its  president,  attested  by  its  secretary  and  its 
corporate  seal  affixed  this  15th  day  of  January,  A.  D.  1910. 

(Seal.)  The  Building  Stone  Company, 

Attest :  By  John  M.  Reid,  President. 

James  M.  Buchanan,  Secretary. 

§  6640  et  seq. 

FORM  863. 

Annual  Report — Tennessee. 

To  the  Secretary  of  State  of  the  State  of  Tennessee: 

The  Building  Stone  Company,  a  corporation  organized  under  the 
laws  of  the  state  of  Illinois,  herewith  makes  and  submits  its  annual 
report  for  the  year  commencing  July  1,  1908,  as  required  by  foreign 
corporations  by  the  statutes  of  Tennessee,  to  wit : 

1.  The  name  of  this  corporation  is  The  Building  Stone  Company. 

2.  The  principal  office  and  place  of  business  of  this  corporation  is 
at  No.  500  Dearborn  street,  city  of  Chicago,  State  of  Illinois. 

3.  The  principal  office  and  place  of  business  of  this  corporation  in 
the  state  of  Tennessee  is  at  the  city  of  Murfreesboro,  county  of  Ruther- 
ford, in  said  state. 

4.  The  amount  of  the  authorized  capital  stock  of  this  corporation 
is  $100,000. 

5.  The  amount  of  the  capital  stock  of  this  corporation  issued  and 
outstanding  is  $100,000. 

6.  The  president  of  this  corporation  is  John  M.  Reid. 

7.  The  vice-president  of  this  corporation  is  James  M.  Clenney. 

8.  The  secretary  of  this  corporation  is  James  M.  Buchanan. 

9.  The  treasurer  of  this  corporation  is  William  M.  Fields. 

10.  The  board  of  directors  of  this  corporation  are  as  follows: 
Names. 

John  M.  Reid, 
James  M.  Clenney, 
William  M.  Field, 
Robert  Palmer, 
Harry  C.  Nelson, 
Rudolph  Motz, 
George  Folk. 

11.  The  nature  and  character  of  the  business  in  which  said  corpora- 
tion is  engaged  is  the  mining,  quarrying,  treating  and  shipping  build- 
ing stone  and  the  operation  of  mines  and  quarries  owned  and  leased 
by  it  in  the  said  state  of  Tennessee. 


638  CORPORATION    FORMS. 

In  witness  whereof,  the  said  corporation  has  signed  this  report  by 
its  president,  attested  by  its  secretary. 

(Seal.)  Building  Stone  Company, 

Attest:  By  John  M.  Reid,  President 

James  M.  Buchanan,  Secretary. 

§  6640  et  seq. 

FORM  864. 

Application  for  Doing  Business — Texas. 

To  the  Secretary  of  State  of  the  State  of  Texas : 

The  Dakota  Air  Line  Transportation  Company,  a  corporation  organ- 
ized and  existing  under  the  laws  of  the  state  of  South  Dakota  hereby 
makes  application  for  permission  to  transact  and  carry  on  its  busi- 
ness in  the  said  state  of  Texas  and  for  the  purpose  of  securing  such 
permission  and  license  so  to  do  it  hereby  submits  the  following  state- 
ment and  certificate: 

1.  The  name  of  this  corporation  is  the  Dakota  Hot  Air  Transpor- 
tation Company. 

2.  The  permit  it  desires  is  for  the  purpose  of  transporting  grain, 
farm  products,  stock  and  merchandise  generally  from  the  state  of 
Texas,  which  said  business  it  is  permitted  to  do  in  the  said  state  of 
South  Dakota,  being  the  state  where  it  is  incorporated,  under  the  laws 
of  said  state  and  which  business  it  is  now  carrying  on  and  transacting 
in  the  said  state  of  its  incorporation. 

3.  The  home  office  and  place  of  business  of  this  corporation  is  the 
city  of  Coldtown,  in  the  said  state  of  South  Dakota. 

4.  Its  business  in  the  said  state  of  Texas  is  to  be  transacted  at  the 
city  of  Weatherford,  county  of  Parker,  the  name  and  address  of  its 
agent  in  Texas  is  John  Wesley  Squeyers,  and  its  principal  place  of 
business  and  principal  office  in  the  said  state  of  Texas  is  at  No.  125 
Dry  street,  in  the  said  city  of  Weatherford,  county  of  Parker,  in  said 
state. 

5.  The  number  of  directors  are  five  and  the  names  and  the  resi- 
dence of  its  present  directors  are : 

Edward  L.  Craig,  Coldtown,  South  Dakota. 

John  F.  Lynn,  "               " 

Richard  Morman,  "               "             " 

George  H.  Edwards,  "               "             " 
Marshall  W.  Pyle, 

6.  The  authorized  capital  stock  of  this  corporation  subscribed  or 
unsubscribed  is  $100,000,  divided  into  100,000  shares  of  $1  each. 


FOREIGN    CORPORATIONS.  639 

7.  This  corporation,  as  an  applicant  for  such  permit,  hereby  pre- 
sents and  files  with  this  application  a  duly  certified  copy  of  the  original 
articles  of  incorporation  together  with  all  amendments  thereto,  duly 
certified  under  the  hand  and  seal  of  Thomas  S.  Gasportas,  the  keeper 
of  records  and  the  custodian  of  the  articles  of  incorporation  in  the  said 
state  of  South  Dakota. 

8.  This  corporation  also  presents  with  its  application  the  anti- 
trust affidavit,  duly  subscribed  and  sworn  to  by  the  president  and 
secretary  of  this  corporation,  as  required  by  the  statutes  and  laws  of 
the  state  of  Texas. 

In  witness  whereof,  the  said  corporation  has  caused  its  name  to  be 
signed  to  this  application  by  its  president,  attested  by  its  secretary, 
with  its  corporate  seal  attached,  this  3d  day  of  January,  A.  D.  1910. 

(Signed.) 
State  of  South  Dakota,  County  of  Chester,  ss  : 

Personally  appeared  before  me,  the  undersigned  notary  public,  on 
this  day,  Edward  L.  Craig,  president,  and  Thomas  S.  Gasportas,  secre- 
tary, known  to  me  to  be  the  president  and  secretary  whose  names  are 
subscribed  to  the  foregoing  statement,  who  each  have  acknowledged  to 
me  that  he  executed  the  same  for  the  purpose  and  consideration 
therein  expressed  and  in  the  capacity  therein  stated.  And  the  said 
Edward  L.  Craig,  being  further  duly  sworn  on  oath,  says  that  the 
capital  stock  of  said  corporation,  subscribed  or  unsubscribed,  is  $100,- 
000  and  no  more,  and  that  50  per  cent  of  the  said  capital  stock  has 
been  subscribed  and  that  10  per  cent  thereof  has  been  paid  in. 

(Witness  my  hand  and  official  seal,  etc.) 

§§  6640  et  seq.,  6653,  6740. 

FORM  865. 

Anti-Trust  Affidavit — Texas. 

State  of  South  Dakota,  County  of  Chester,  ss  : 

Before  me,  the  undersigned  notary  public  in  and  for  said  county 
and  state,  duly  authorized  and  empowered  to  take  acknowledgments 
and  administer  oaths  in  said  state  and  county,  Edward  L.  Craig  and 
Thomas  S.  Gasportas,  known  to  me  and  who,  being  duly  sworn  on 
oath,  say:  that  they  respectively  represent  the  president  and  secretary 
of  the  Dakota  Hot  Air  Transportation  Company,  a  corporation  duly 
and  legally  incorporated  under  and  by  virtue  of  the  laws  of  the  state 
of  South  Dakota,  that  such  corporation  is  not  a  trust,  monopoly,  or 
combination  in  restraint  of  trade  in  violation  of  the  laws  of  the  state 
of  Texas,  that  it  has  not,  within  twelve  months  next  preceding  the 


640  CORPORATION'    FORMS. 

date  hereof,  entered  into  or  been  a  party  to  any  trust  combination  of 
any  kind,  nature  or  character  whatsoever,  which  would  constitute  a 
violation  of  any  anti-trust  law  of  the  said  state  of  Texas  existing  at 
this  date  and  that  it  has  not  within  that  time  entered  into,  been  and 
become  in  any  wise  a  party  to  any  combination  in  restraint  of  trade 
within  the  United  States  of  America  and  that  no  officer  of  such  cor- 
poration has  within  the  knowledge  of  these  affiants,  within  twelve 
months  next  preceding  the  date  hereof,  made  on  behalf  of  such  cor- 
poration or  for  its  benefit  of  any  contract  or  entered  into  or  become  a 
party  to  any  such  combination  in  restraint  of  trade. 

(Subscribed  and  sworn  to.) 
See  §  5569  et  seq.    See  Form  800. 

FOEM  866. 
Application  for  Doing  Business — Utah. 

To  the  Secretary  of  State  of  the  State  of  Utah : 

The  undersigned,  the  Rich  Creek  Mining  Company,  a  corporation 
organized  under  the  laws  of  the  state  of  Missouri,  presents  and  files 
herewith  and  with  you  a  duly  certified  copy  of  its  articles  of  incorpo- 
ration, and  a  duly  certified  copy  of  its  by-laws  together  with  all  al- 
terations and  amendments  thereto  this  day.     • 

It  presents  and  files  herewith  a  certified  copy  of  a  resolution  of  its 
board  of  directors  accepting  the  provisions  of  the  constitution  of  the 
state  of  Utah  as  to  the  regulation  of  foreign  corporations  for  doing 
business  in  said  state. 

It  also  files  herewith  its  designation  of  a  resident  agent,  upon  whom 
process  may  be  served  and  the  designation  of  its  principal  place  of 
business  in  the  state  of  Utah. 

It  also  shows  and  states  that  it  has  filed  a  like  certified  copy  of  its 
articles  of  incorporation  and  of  its  by-laws  and  a  like  certified  copy  of 
the  said  resolution  of  its  board  of  directors  in  the  office  of  the  clerk  of 
the  county  in  which  its  principal  office  is  located. 

In  witness  whereof,  the  said  corporation  by  its  president  has  here- 
unto set  its  name,  attested  by  the  secretary  with  its  corporate  seal 
affixed.  The  Rich  Creek  Mining  Company, 

(Seal.)  By  Peter  S.  Rader,  President. 

Attest:     Frank  E.  Luckett,  Secretary. 

§  6640  et  seq. 


FOREIGN   CORPORATIONS.  6-11 

FORM  867. 
Resolution  Accepting  Constitutional  Provisions — Utah. 

Jefferson  City,  Mo.,  March  1,  1910. 

I,  Peter  S.  Rader,  president,  and  Frank  E.  Luckett,  secretary  of 
the  Rich  Creek  Mining  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  state  of  Missouri,  with  its  principal  office 
and  place  of  business  at  the  city  of  Jefferson  City,  county  of  Cole, 
state  of  Missouri,  hereby  certifies  that  at  a  regular  meeting  of  the 
board  of  directors  of  said  corporation,  held  on  the  25th  day  of  Feb- 
ruary, 1910,  at  the  office  of  said  company,  a  quorum  being  present, 
the  following  resolution  and  preamble  was  unanimously  adopted : 

"Whereas,  this  corporation  desires  to  and  is  now  preparing  to  trans- 
act its  business  in  the  state  of  Utah, 

Therefore  be  it  resolved  by  the  board  of  directors  of  this  corpora- 
tion in  regular  session  duly  assembled,  that  the  provisions  of  the  con- 
stitution of  the  state  of  Utah  be,  and  that  they  are  hereby  accepted 
as  binding  upon  this  corporation,  and  that  this  corporation  as  a  con- 
dition for  transacting  and  carrying  on  its  business  in  the  said  state  of 
Utah  does  accept  all  the  provisions  of  the  constitution  of  the  said  state 
so  far  as  they  are  applicable  to  foreign  corporations. 

We,  Peter  S.  Racier,  president,  and  Frank  E.  Luckett,  secretary  of 
the  Rich  Creek  Mining  Company,  do  hereby  certify  that  the  fore- 
going is  a  full,  true,  and  correct  copy  of  a  resolution  adopted  by  the 
board  of  directors  of  said  corporation  on  the  25th  day  of  February, 
A.  D.  1910.  Peter  S.  Rader,  President. 

Frank  E.  Luckett,  Secretary. 

§  6630. 

FORM  868. 

Designation  of  Agent  and  Principal  Place  of  Business — Utah. 

Jefferson  City,  Mo.,  February  5,  1910. 
To  the  Secretary  of  State  of  the  State  of  Utah : 

The  Rich  Creek  Mining  Company,  a  corporation  organized  and  ex- 
isting under  the  laws  of  the  state  of  Missouri,  having  its  principal 
office  and  place  of  business  at  the  city  of  Jefferson  City  in  the  county 
of  Cole,  in  said  state  of  Missouri,  and  having  made  application  to 
carry  on  and  transact  its  business  in  the  state  of  Utah ;  and  its  board 
of  directors  having  adopted  a  resolution  accepting  the  provisions  of 
the  constitution  of  the  said  state  of  Utah  in  so  far  as  they  apply  to 
foreign  corporations,  this  corporation  has  selected  and  designated,  and 
41 — Thomp.  Coep.  VII. 


642  CORPORATION   FORMS. 

does  hereby  select  and  designate  the  city  of  Richfield,  county  of 
Sevier,  in  the  said  state  of  Utah,  as  the  location  of  its  principal  office 
and  place  at  which  its  business  will  be  transacted  and  carried  on.  It 
has  also  selected,  appointed  and  designated,  and  does  hereby  select, 
appoint  and  designate  John  G.  Jorgensen,  residing  in  the  city  of 
Richfield,  said  county  of  Sevier,  in  said  state,  that  being  the  place 
and  county  in  which  the  principal  place  of  business  of  this  corporation 
is  to  be  located  and  situated,  as  the  resident  agent,  representative  and 
attorney  in  fact  of  this  corporation,  upon  whom  any  process  issued  by 
authority  of  or  under  any  law  of  the  said  state  of  Utah  may  be  served. 

In  consideration  of  the  premises  this  corporation  hereby  consents 
and  agrees  that  any  such  process  served  upon  said  representative  and 
agent  shall  be  valid  and  binding  upon  this  corporation. 

In  witness  whereof,  the  said  Rich  Creek  Mining  Company  has  here- 
unto caused  its  name  to  be  signed  by  its  president,  attested  by  its 
secretary  and  its  corporate  seal  hereto  affixed  this  5th  day  of  Feb- 
ruary, 1910.  Rich  Creek  Mining  Company, 

(Seal.)  By  Peter  S.  Rader,  President. 

Attest :     Frank  E.  Luckett,  Secretary. 

(This  designation  of  the  location  of  the  principal  office  and  of  the 
resident  agent  may  be  included  in  and  be  made  as  an  additional  reso- 
lution in  the  preceding  form.) 

§§  6653,  6740,  6755. 

FORM  869. 
Application  for  Doing  Business — Vermont. 

To  the  Secretary  of  State  of  the  State  of  Vermont : 

The  undersigned,  the  Red  Granite  Company,  a  corporation  organ- 
ized and  existing  under  the  laws  of  the  state  of  Maine,  hereby  pre- 
sents and  files  with  you  and  in  your  office  a  duly  certified  and  sworn 
copy,  in  the  English  language,  of  its  certificate  of  incorporation;  it 
also  presents  and  files  under  its  corporate  seal  a  statement  particularly 
setting  forth  the  business  in  which  it  is  engaged  and  which  it  intends 
to  carry  on  within  the  state  of  Vermont. 

It  also  presents  and  files  herewith  a  designation  of  the  location  of 
its  principal  place  of  business  in  the  said  state  of  Vermont  and  the 
designation  of  a  person  residing  therein  -upon  whom  process  against 
the  corporation  may  be  served  and  to  whom  notice  relating  to  desig- 
nation may  be  given. 

It  further  states  and  shows  that  it  has  filed  with  the  commissioner 
of  state  taxes  a  copy  of  this  application,  a  duly  certified  and  sworn 


FOREIGN   CORPORATIONS.  643 

copy  in  the  English  language  of  its  certificate  of  incorporation  and  a 
copy  of  the  statement  setting  forth  the  business  in  which  it  was  en- 
gaged and  which  it  proposes  to  carry  on  in  the  said  state  of  Vermont 
and  a  like  statement  designating  the  place  which  is  to  be  its  place  of 
business  and  a  person  residing  in  said  state  upon  whom  process  may 
be  served  and  to  whom  notice  relating  to  the  corporation  may  be  given. 
This  corporation  hereby  represents  and  declares  that  upon  the  issu- 
ance to  it  by  the  secretary  of  state  of  the  proper  certificate  and  license 
authorizing  it  to  do  business  in  the  state  of  Vermont,  it  proposes  to 
and  will  therein  engage  in  the  business  of  (here  state  fully  business 
intended  to  be  transacted  in  Vermont). 

Wherefore  this  corporation  asks  that  a  certificate  be  granted  per- 
mitting and  authorizing  it  to  transact  and  carry  on  business  in  the 
state  of  Vermont. 

In  witness  whereof,  the  said  corporation  has  hereunto  set  its  name 
by  its  president,  attested  by  its  secretary  with  its  corporate  seal  af- 
fixed hereto  this  10th  day  of  February,  A.  D.  1910. 

/geal  \  The  Eed  Granite  Company, 

By  George  W.  Gower,  President, 
Attest:    William  T.  Seeckins,  Secretary. 

§§  6640  et  seq.,  6630. 

FOEM  870. 
Designation  of  Agent  and  Returns  for  Registration— Vermont. 

The  Eed  Granite  Company,  for  the  purpose  of  registration  in  the 
state  of  Vermont,  hereby  makes  and  certifies  the  following  returns 
for  registration  in  said  state. 

1.  This  corporation  has  selected  and  designated  and  does  hereby 
select  and  designate  No.  200  Lake  street,  in  the  city  of  Brattleboro, 
in  the  county  of  Windham,  state  of  Vermont,  as  the  location  of  its 
principal  office  and  the  place  in  said  state  of  Vermont  where  it  intends 
to  and  will  carry  on  and  transact  its  business  in  the  said  state  of 

Vermont. 

2.  This  corporation  has  selected,  designated  and  appointed,  and 
does  hereby  select,  designate  and  appoint  Christopher  Columbus  Pitts, 
a  resident  of  the  said  city  of  Brattleboro,  in  the  said  county  of  Wind- 
ham, in  said  state  of  Vermont,  whose  office  and  place  of  business  is 
located  at  said  No.  200  Lake  street,  in  said  city  of  Brattleboro,  as  resi- 
dent agent  and  representative  upon  whom  process  against  this  cor- 
poration may  be  served  within  the  said  state  of  Vermont,  and  to  whom 
all  notices  relating  to  taxation  in  said  state  shall  be  served. 


644 


CORPORATION"   FORMS. 


In  witness  whereof,  the  said  corporation  has  hereunto  set  its  name 
by  its  president,  attested  by  its  secretary  with  its  corporate  seal  af- 
fixed hereto  this  10th  day  of  February,  A.  D.  1910. 

(Seal.)  The  Red  Granite  Company, 

By  George  W.  Gower,  President. 
Attest :     William  T.  Seeckins,  Secretary. 

§§  6652,  6653,  6740,  6755. 

FORM  871. 

Certified  and  Sworn  Copy  of  the  Articles  of  Incorporation — Vermont. 

(To  be  attached  to  copy  of  articles.) 
State  of  Maine,  County  of  Somerset,  ss  : 

I,  William  T.  Seeckins,  of  the  city  of  Skowhegan,  county  of  Som- 
merset,  and  state  of  Maine,  on  oath  depose  and  say  that  the  foregoing 
is  a  full,  true,  complete  and  examined  copy  of  the  articles  of  associa- 
tion and  incorporation  of  the  Red  Granite  Company,  with  all  the 
amendments  and  additions  thereto  under  which  it  is  organized  and 
now  operated. 

William  T.  Seeckins. 
State  of  Maine,  County  of  Somerset,  ss  : 

At  Skowhegan,  in  said  county,  on  this  loth  day  of  February,  A.  D. 
1910,  personally  appeared  William  T.  Seeckins,  and  made  oath  in 
due  form  of  law  that  the  foregoing  affidavit  by  him  subscribed  is  true. 

Witness  my  hand  and  seal,  etc. 

(Copy  of  each  of  the  above  forms  should  be  filed  with  the  secretary 
of  state  and  with  the  commissioner  of  state  taxes  in  the  state  of  Ver- 
mont.) 

FORM  872. 

Annual  License  Tax  Return — Vermont. 

The  Red  Granite  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  Maine  and  doing  business  in  the  state 
of  Vermont,  hereby  makes  and  submits,  within  ten  days  after  the  date 
of  its  certificate  of  registration  in  the  said  state  of  Vermont  its  annual 
license  tax  return,  and  herein  makes  true  and  correct  statements  and 
answers  touching  its  organization  and  business  in  compliance  with 
the  laws  of  the  state  of  Vermont. 

1.  What  is  the  correct  name  of  the  corporation  making  this  return? 
The  Red  Granite  Company. 

2.  What  is  the  location  of  its  principal  office  ?    100  Black  street,  in 


FOREIGN    CORPORATIONS.  645 

the  city  of  Skowhegan,  in  the  county  of  Sommerset,  in  said  state  of 
Maine. 

3.  Under  the  laws  of  what  state  or  government  was  it  incorpo- 
rated ?  State  of  Maine. 

4.  What  office  does  the  person  subscribing  this  return  hold  in  said 
corporation  ?    Treasurer. 

5.  If  a  Vermont  corporation  what  is  the  name  and  postoffice  ad- 
dress of  its  clerk  or  secretary  ?  It  is  not  a  Vermont  corporation. 

6.  If  a  Vermont  corporation  organized  since  February  1,  1907, 
give  the  date  on  which  the  incorporators  held  their  first  meeting  for 
the  purpose  of  organization  under  its  charter  or  articles  of  associa- 
tion.  It  is  not  a  Vermont  corporation. 

7.  If  a  corporation  to  which  a  certificate  has  been  issued  by  the 
secretary  of  state  since  February  1,  1908,  give  the  exact  date  at  which 
such  corporation  first  began  to  do  business  or  to  exercise  any  corpo- 
rate function  in  the  state  of  Vermont.   February  15,  1910. 

8.  How  much  capital  stock,  if  any,  is  authorized  by  its  charter  or 
articles  of  association?  $2,000. 

9.  What  amount  of  the  capital  stock,  if  any,  has  been  issued? 

$2,000. 

10.  If  such  corporation  is  not  authorized  to  issue  capital  stock  but 
is  carried  on  in  whole  or  in  part  upon  the  mutual  or  co-operation  plan, 
what  was  the  gross  amount  of  its  assets  of  every  description?  It  is 
authorized  to  issue  and  has  issued  capital  stock. 

A.  K.  Butler,  Treasurer. 

§  6652. 

FOEM  873. 

Application  for  Doing  Business— Virginia. 

To  the  State  Corporation  Commissioner  of  the  State  of  Virginia :  • 

The  Perfection  Persimmons  Company,  a  corporation  organized  and 
existing  under  the  laws  of  West  Virginia,  hereby  makes  application 
to  the  state  corporation  commissioner  of  the  state  of  Virginia  for  a 
license  authorizing  and  permitting  it  to  transact  and  carry  on  its 
business  in  the  said  state  of  Virginia.  For  that  purpose  it  herewith 
presents  two  duly  authenticated  copies  of  its  charter  and  articles  of 
incorporation.  It  also  presents  herewith  a  written  power  of  attorney 
executed  in  duplicate  appointing  a  resident  agent  in  the  said  state  of 
Virginia  upon  whom  legal  process  against  this  corporation  may  be 
served,  and  who  is  authorized  to  enter  an  appearance  in  its  behalf. 

It  also  presents  herewith  a  certificate  of  the  auditor  of  public  ac- 
counts, of  the  said  state  of  Virginia,  showing  the  payment  into  the 
treasury  of  the  fee  required  by  law  to  be  paid  by  this  corporation. 


646  CORPORATION   FORMS. 

It  therefore  asks  that  the  said  state  corporation  commissioner  will 
issue  a  license  to  it  to  transact  business  in  the  said  state  of  Virginia. 

In  witness  whereof,  the  said  Perfection  Persimmons  Company  has 
hereunto,  by  its  president,  set  its  name,  attested  by  its  secretary  and 
affixed  hereto  its  corporate  seal  this  1st  day  of  March,  A.  D.  1910. 

(Seal.)  John  W.  Davis,  President. 

Attest :     Charles  W.  Moore,  Secretary. 

§  6640  et  seq. 

FOEM  874. 
Appointment  of  Resident  Agent — Virginia. 

Know  all  men  by  these  presents,  that  the  Perfection  Persimmons 
Company,  a  corporation  organized  and  existing  under  the  laws  of  the 
state  of  West  Virginia,  having  made  application  to  the  state  corpora- 
tion commissioner  of  the  state  of  Virginia  to  transact  business  in  said 
state,  and  having  established  an  office  in  the  said  state  of  Virginia  at 
the  city  of  Luray,  county  of  Page,  in  said  state,  and  intending  and 
desiring  to  transact  business  therein  in  conformity  with  the  laws 
thereof,  has  designated,  constituted  and  appointed,  and  does  hereby 
designate,  constitute  and  appoint  William  F.  Keyser,  a  resident  of 
the  said  state  of  Virginia  and  residing  at  the  said  city  of  Luray, 
county  of  Page,  in  said  state,  to  be  the  true  and  lawful  attorney  and 
agent  of  said  corporation  in  and  for  the  said  commonwealth  of  Vir- 
ginia, pursuant  to  the  provisions  of  section  1104  of  the  code  of  Vir- 
ginia, as  amended,  upon  whom  all  legal  process  against  this  corpora- 
tion may  be  served,  and  who  is  hereby  authorized  to  enter  an  appear- 
ance in  its  behalf  in  any  actions  and  proceedings  arising  in  said  state. 
And  in  consideration  of  the  premises  this  corporation  hereby  stipu- 
lates and  agrees  that  any  lawful  process  against  it  which  is  duly 
served  on  said  agent  and  attorney  shall  be  of  the  same  legal  force  and 
validity  as  if  served  on  this  corporation. 

In  witness  whereof,  etc. 

(Signed  and  acknowledged  by  the  president  and  secretary.) 

§§  6653,  6740. 

FOEM  875. 

Acceptance  of  Appointment — Virginia. 

Luray,  Va.,  March  1,  1910. 
To  the  State  Corporation  Commissioner,  Eichmond,  Va. : 

I  hereby  state  and  say  that  I  have  this  day  accepted  and  do  hereby 
accept  the  appointment  as  the  resident  agent  and  representative  of 


F0REIGX    CORPORATION'S. 


647 


the  Perfection  Persimmons  Company,  a  corporation  organized  under 
the  laws  of  West  Virginia,  and  doing  business  in  the  state  of  Virginia. 

I  further  state  and  say  that  my  office  and  place  of  business  is  at  200 
Caverns  street,  in  the  city  of  Luray,  county  of  Page,  in  said  state,  the 
same  being  the  location  of  the  principal  office  and  place  of  business  in 
this  state  of  the  said  Perfection  Persimmons  Company. 

I  have  also  this  day  notified  the  said  corporation  of  my  acceptance 
of  said  appointment.  William  T.  Keyser,  Agent. 

§  6755. 

FOKM  876. 

Annual  Report — Virginia. 

The  Perfection  Persimmons  Company,  a  corporation  organized  un- 
der the  laws  of  the  state  of  West  Virginia,  hereby  makes  and  submits 
to  the  state  corporation  commissioner  its  annual  report  and  state- 
ment pursuant  to  and  in  accordance  with  the  statutes  of  the  state  of 
Virginia,  as  follows: 

(a)  The  name  of  this  corporation  is  the  Perfection  Persimmons 

Company. 

(b)  The  location  of  the  principal  office  and  place  of  business  of 
said  corporation  in  the  state  of  Virginia  is  No.  200  Caverns  street,  in 
the  city  of  Luray,  county  of  Page,  and  the  name  of  the  agent  of  the 
corporation  upon  whom  process  may  be  served  is  William  F.  Keyser. 

(c)  The  character  of  its  business  is  the  raising,  producing,  buying 
and  selling  and  shipping  persimmons  of  all  kinds  and  of  the  Perfec- 
tion Persimmons  especially. 

(d)  The  amount  of  the  authorized  capital  stock  of  this  company  is 
$5,000  and  the  amount  actually  issued  and  outstanding  is  $5,000. 

'(e)  The  names  and  addresses  of  the  officers  and  directors  of  the 
corporation  and  when  their  respective  terms  of  office  expire  are  as 

follows : 

Offices.  Names.  Addresses.  Expiration  of  term. 

President,  J.  W.  Davis,  32  Hill  st.,  Clarksburg,  Harrison  co.,  Jan.  1, 

1911. 

Secretary,  Charles  Moore,  50  Main  st.,  Clarksburg,  Harrison  co., 

Jan.  1,  1911. 

Treasurer,  Philip  Steptoe,  60  Eandolph  st.,  Clarksburg,  Harrison 

co.,  Jan.  1,  1911. 

Directors  Names.  Addresses.  Expiration  of  term. 

J.  W.  Davis,  32  Hill  street,  Clarksburg,  Harrison  co.,  Jan.  1,  1911. 

Philip  Steptoe,  60  Eandolph  st.,  Clarksburg,  Harrison  co.,  Jan.  1, 
1911. 


648  corporation  forms. 

C.  W.  Lynch,  600  Jefferson  st,  Clarksburg,  Harrison  co.,  Jan.  1, 
1912. 

J.  T.  Law,  580  Back  st.,  Clarksburg,  Harrison  co.,  Jan.  1,  1912. 

Webster  Scott,  400  Back  st.,  Clarksburg,  Harrison  co.,  Jan.  1,  1913. 

W.  H.  Poling,  2800  Webster  ave.,  Clarksburg,  Harrison  co.,  Jan.  1, 
1913. 

(f)  The  date  of  the  regular  annual  meeting  of  the  stockholders  is 
the  last  Saturday  of  December  of  each  year. 

(Signed  by  the  president  and  secretary.) 
§  6652. 

FORM  877. 
Application  for  Transacting  Business — Washington. 

To  the  Secretary  of  State  of  the  State  of  Washington : 

The  Long  Fleece  Sheep  Company,  a  corporation  organized  and  ex- 
isting under  the  laws  of  the  state  of  Oregon,  hereby  makes  application 
for  the  carrying  on  and  transacting  its  business  in  the  state  of  Wash- 
ington, and  for  that  purpose  it  presents  herewith  and  files  a  copy  of 
its  articles' of  incorporation  duly  certified  by  the  secretary  of  state  of 
the  state  of  Oregon  who  is  the  legal  custodian  of  the  original  articles 
of  incorporation  according  to  the  laws  of  said  state  of  Oregon,  and 
who  is  authorized  to  issue  certificates  of  incorporation. 

This  corporation  also  files  herewith  its  designation  and  appointment 
and  power  of  attorney,  naming  and  appointing  a  resident  agent  in  the 
said  state  of  Washington  and  also  designating  the  place  where  the 
principal  business  of  the  corporation  is  to  be  carried  on  in  the  said 
state  of  Washington  and  asks  that  the  same  may  be  filed  in  the  office 
of  the  secretary  of  state  as  a  part  of  this  application. 

It  therefore  asks  that  it  may  be  permitted  and  authorized  to  trans- 
act and  carry  on  its  business  in  the  said  state  of  Washington. 

The  Long  Fleece  Sheep  Company, 

(Seal.)  By  G.  W.  Kerr,  President. 

Attest :     H.  W.  Bleat,  Secretary. 

§  6640  et  seq. 

FORM  878. 

Designation  of  Agent  and  Place  of  Business — Washington. 

The  Long  Fleece  Sheep  Company,  a  corporation  organized  and  ex- 
isting under  the  laws  of  the  state  of  Oregon,  having  made  application 
for  permission  and  license  to  transact  and  carry  on  its  business  in 
the  state  of  Washington  in  conformity  with  the  laws  of  said  state  has 


FOREIGN    CORPORATIONS.  649 

made,  constituted  and  appointed,  and  does  hereby  make,  constitute 
and  appoint  Wilson  Buttner  its  resident  agent  and  representative  to 
reside  at  the  city  of  Aberdeen,  county  of  Chehalis,  the  same  being  the 
principal  place  of  business  of  said  corporation  in  the  said  state  of 
Washington,  its  true  and  lawful  agent  and  attorney,  in  and  for  the 
said  state  of  Washington  on  whom  all  legal  process  against  said  Long 
Fleece  Sheep  Company  may  be  served  in  any  action  or  special  pro- 
ceeding against  it  arising  out  of  or  connected  with  the  transaction  of 
its  business  in  the  said  state  of  Washington,  subject  to  and  in  accord- 
ance with  all  the  provisions  of  the  statutes  and  laws  of  the  said  state 
of  Washington,  now  in  force  and  such  other  acts  as  may  be  hereafter 
passed,  amendatory  thereof  and  supplementary  thereto.  The  said 
agent  and  attorney  is  hereby  duly  authorized  and  empowered  to  re- 
ceive and  accept  service  of  process  in  all  actions  as  provided  for  by 
the  laws  of  the  said  state  of  Washington ;  and  in  consideration  of  the 
premises  this  corporation  stipulates  and  agrees  that  such  service  shall 
be  deemed  valid  personal  service  upon  this  corporation  itself.  And  in 
further  consideration  of  the  premises  it  is  agreed  that  this  appoint- 
ment is  to  continue  in  force  for  the  period  of  time  and  in  the  manner 
provided  by  the  statutes  of  the  said  state  of  Washington,  and  so  long 
as  any  liability  shall  exist  against  this  corporation  in  said  state  grow- 
ing out  of  or  connected  with  its  said  business,  and  until  another  agent 
and  attorney  shall  be  duly  and  regularly  substituted. 

In  witness  whereof,  the  said  J.  W.  Kerr,  president  of  said  Long 
Fleece  Sheep  Company  has  hereunto  set  his  hand  this  1st  day  of 
March,  A.  D.  1910.  J.  W.  Kerr,  President. 

(Seal.) 
Attest:     A.  W.  Bleat,  Secretary.  (Acknowledged.) 

§§  6653,  6740,  6755. 

FORM  879. 

Application  for  Doing  Business — West  Virginia. 

To  the  Secretary  of  State  of  the  State  of  West  Virginia : 

The  Potomac  Improvement  Company,  a  corporation  duly  incorpo- 
rated under  the  laws  of  the  state  of  Maryland,  on  the  1st  day  of  June, 
A.  D.  1904,  hereby  makes  application  to  the  secretary  of  state  of  the 
state  of  West  Virginia,  under  and  pursuant  to  the  provisions  of  sec- 
tion 30  of  chapter  154  of  the  code,  for  a  certificate  authorizing  and 
empowering  it  to  hold  property  and  transact  business  in  the  said  state 
of  West  Virginia,  it  files  herewith  as  a  part  of  this  application  a  duly 
certified  and  authenticated  copy  of  its  articles  of  incorporation.    It 


650  CORPORATION   FORMS. 

also  shows  and  states  that  it  has  filed  in  the  office  of  the  clerk  of  the 
county  court  of  Berkeley  county  a  like  certified  copy  of  its  said  ar- 
ticles of  incorporation. 

It  also  presents  and  files  herewith  a  report  preliminary  to  the  an- 
nual report,  which  preliminary  report  contains  sufficient  information 
upon  which  to  base  an  assessment  of  its  license  tax  for  the  current 
year. 

It  also  presents  herewith  and  files  with  the  secretary  of  state  its 
designation  and  appointment  of  the  auditor  of  state  of  the  state  of 
West  Virginia  and  his  successors  in  office  as  its  agent  and  attorney 
in  fact  to  accept  service  of  process  in  actions  against  this  corporation. 

It  therefore  asks  that  a  certificate  shall  be  issued  authorizing  and 
licensing  it  to  carry  on  and  transact  its  business  in  the  said  state  of 
West  Virginia.  The  Potomac  Improvement  Company, 

(Seal.)  By  W.  A.  Waters,  President. 

Attest :    L.  A.  Banks,  Secretary. 

§  6640  et  seq. 

FOKM  880. 

Preliminary  Report — West  Virginia. 

The  Potomac  Improvement  Company,  a  corporation  organized  un- 
der the  laws  of  the  state  of  Maryland,  having  made  application  for  a 
certificate  authorizing  and  permitting  it  to  transact  and  carry  on  its 
business  in  the  state  of  West  Virginia,  hereby  makes  and  submits  to 
the  secretary  of  state  of  the  state  of  West  Virginia,  pursuant  to  the  re- 
quirements of  section  131  of  chapter  32  of  the  code,  as  amended  by 
the  acts  of  1907,  does  hereby  make  and  submit  the  following  pre- 
liminary report,  to  wit : 

1.  The  postoffice  address  of  its  principal  office  is  No.  500  River 
street,  city  of  Annapolis,  county  of  Anne  Arundel,  in  said  state  of 
Maryland. 

2.  The  name  and  postoffice  address  of  its  president  is  William  A. 
Waters,  No.  500  George  street,  city  of  Annapolis,  Md. 

3.  The  name  and  postoffice  address  of  its  secretary  is  L.  A.  Banks, 
No.  202  Queen  street,  city  of  Annapolis,  Md. 

4.  The  number  of  shares  of  its  authorized  capital  stock  is  $1,000; 
the  par  value  of  each  share  is  $100 ;  the  number  of  shares  of  such 
capital  stock  issued  is  1,000,  amounting  to  $100,000. 

5.  The  value  of  its  property  owned  in  the  state  of  West  Virginia  is 
$25,000,  situated  and  composed  of  as  follows :  (Here  locate  and  de- 
scribe fully  and  in  detail.) 


FOREIGN   CORPORATIONS.  C51 

6.  The  value  of  its  property  it  expects  to  have  in  the  state  of  "West 
Virginia  during  the  license  tax  year  ending  June  30,  1910,  and  where 
it  will  be  situated  and  of  what  it  will  consist  are  as  follows:  (Here 
state  fully.) 

7.  The  number  of  acres  of  land  it  holds  in  the  state  of  "West  Vir- 
ginia is  500  acres. 

8.  The  value  of  its  property  owned  and  issued  outside  of  the  state 
of  West  Virginia  is  $80,000. 

9.  The  proportion  of  its  capital  stock  which  is  represented  by  prop- 
erty and  owned  in  the  state  of  West  Virginia  is  25  per  cent. 

10.  The  assessed  value  of  its  property  located  in  the  state  of  West 
Virginia  is  $12,000  located  and  assessed  as  follows:  (Here  state  fully 
and  in  detail.) 

I,  W.  A.  Waters,  president  of  the  said  Potomac  Improvement  Com- 
pany do  solemnly  swear  that  the  foregoing  preliminary  report  is  true 
to  the  best  of  my  knowledge  and  belief. 

(Signed  and  sworn  to.) 

§  6652. 

FORM  881. 
Designation  of  Attorney — West  Virginia. 

Know  all  men  by  these  presents,  that  the  Potomac  Improvement 
Company,  a  foreign  corporation,  incorporated  and  organized  under  the 
laws  of  the  state  of  Maryland,  in  conformity  with  the  laws  of  the 
state  of  West  Virginia,  has  made,  constituted  and  appointed  and  by 
these  presents  doth  make,  constitute  and  appoint  the  auditor  of  state 
of  the  state  of  West  Virginia  and  his  successors  in  office,  for  it  and  on 
its  behalf,  agent  and  attorney  in  fact,  to  accept  service  of  process  and 
legal  notice  in  said  state  for  this  corporation ;  and  this  corporation  by 
these  presents  doth  declare  its  consent  that  service  of  any  process  or  no- 
tice in  said  state  on  said  agent  and  attorney  in  fact,  or  his  acceptance 
thereof  endorsed  thereon,  shall  be  equivalent  to  all  purposes,  and  shall 
be  and  constitute  due  and  legal  service  upon  this  corporation.  The 
principal  office  and  place  of  business  and  postoffice  address  of  this 
corporation  is  No.  333  Potomac  street,  city  of  Annapolis,  county  of 
Anne  Arundel,  state  of  Maryland. 

In  witness  whereof,  etc. 

(Signed  by  president,  attested  by  secretary  and  acknowledged.) 

§§  6653,  6740,  6760,  6761. 


652  CORPORATION   FORMS. 

FORM  882. 
Application  for  Doing  Business — Wisconsin. 

To  the  Secretary  of  State  of  the  State  of  Wisconsin : 

The  Chicago  Paper  Box  Company,  a  corporation  organized  and  ex- 
isting under  the  laws  of  the  state  of  Illinois,  hereby  makes  application 
to  the  secretary  of  state  of  the  state  of  Wisconsin  for  permission  and 
license  to  transact  and  carry  on  its  business  in  the  said  state  of  Wis- 
consin; and  for  such  purpose  it  presents  herewith  and  offers  to  file 
and  does  file  in  the  office  of  the  secretary  of  state  a  copy  of  its  articles 
of  incorporation  and  all  amendments  thereto,  duly  certified  by  the 
secretary  of  state  of  the  said  state  of  Illinois,  the  legal  custodian  of 
the  original  articles  of  incorporation. 

It  also  presents  herewith  and  files  with  the  said  secretary  of  state 
a  sworn  statement  made  by  its  president  showing  its  name,  purposes 
and  character  and  its  general  financial  condition. 

It  therefore  asks  that  it  may  be  licensed  and  authorized  to  transact 
and  carry  on  its  business  in  the  said  state  of  Wisconsin. 

In  witness  whereof,  the  said  corporation,  by  its  president,  has  here- 
unto set  its  name,  attested  by  its  secretary  with  its  corporate  seal  at- 
tached this  1st  day  of  March,  A.  D.  1910. 

The  Chicago  Paper  Box  Company, 

(Seal.)  By  James  N.  Clenney,  President. 

Attest :     William  A.  Buchanan,  Secretary. 

§  6640  et  seq. 

POEM  883. 

Statement  Filed  With  Articles  of  Incorporation — Wisconsin. 

State  of  Illinois,  County  of  Cook,  ss: 

James  N.  Clenney,  being  first  duly  sworn  on  oath,  says  he  is  the 
president  of  the  Chicago  Paper  Box  Company,  a  corporation  organ- 
ized under  the  laws  of  the  state  of  Illinois. 

1.  That  the  name  of  this  corporation  is  the  Chicago  Paper  Box 
Company,  and  the  location  of  its  principal  office  and  place  of  business 
outside  of  the  state  of  Wisconsin  is  500  State  street,  city  of  Chicago, 
county  of  Cook,  state  of  Illinois ;  that  its  principal  office  and  place  of 
business  within  the  state  of  Wisconsin  is  No.  500  Main  street,  city 
of  La  Crosse,  county  of  La  Orosse,  in  said  state. 

2.  That  the  names  and  addresses  of  the  officers  of  said  corporation 
are  as  follows: 

President,  James  N.  Clenney,  No.  6000  Monroe  street,  Chicago, 
Cook  county,  111. 


FOREIGN   CORPORATIONS.  653 

Secretary,  William  Buchanan,  No.  5000  Washington  street,  Chicago, 
Cook  county,  111. 

Treasurer,  Harry  Robertson,  No.  1001  State  street,  Chicago,  Cook 
county,  111. 

3.  That  the  name  and  address  of  the  agent  or  manager  of  this  cor- 
poration who  shall  represent  it  in  the  state  of  Wisconsin  is  Thomas 
M.  Morris,  No.  200  Broad  street,  city  of  La  Crosse,  county  of  La 
Crosse,  said  state. 

4.  That  the  amount  of  capital  stock  paid  in  money,  property  and 
service  is  $100,000. 

5.  That  the  nature  of  the  business  to  be  transacted  in  the  state  of 
Wisconsin  is  as  follows:  The  owning  and  operating  a  plant  for  the 
manufacture  of  paper  boxes  of  all  kinds,  sizes  and  descriptions  and 
the  transaction  of  all  business  that  may  be  directly  or  indirectly  neces- 
sary in  the  operation  of  said  plant  and  in  the  manufacture  of  such 
boxes. 

6.  That  the  proportion  of  the  capital  stock  represented  in  the  state 
of  Wisconsin,  by  its  property  located  or  to  be  acquired  therein  and  by 
its  business  to  be  transacted  therein  is  $50,000. 

7.  That  this  corporation  acting  by  this  affiant,  its  president,  duly 
authorized  thereunto,  does  by  these  presents  constitute  and  appoint 
the  secretary  of  state  of  the  state  of  Wisconsin,  and  his  successors  in 
office,  its  true  and  lawful  agent  and  attorney  upon  whom  all  summons, 
notices  and  processes  in  any  action  or  proceeding  against  this  corpo- 
ration shall  be  served,  and  in  consideration  of  the  premises  this  cor- 
poration hereby  consents  and  agrees  that  such  service  on  said  agent 
and  attorney  shall  be  of  the  same  legal  force  and  effect  and  validity 
as  if  served  on  this  corporation;  and  in  consideration  of  the  premises 
this  corporation  further  agrees  and  consents  that  this  appointment 
shall  continue  in  force  and  effect  so  long  as  any  liability  remains  out- 
standing against  this  corporation  in  said  state  of  Wisconsin. 

8.  This  corporation  has  been  authorized  to  transact  business  in 
the  state  of  Illinois  wherein  it  was  incorporated  on  the  1st  day  of 
June,  A.  D.  1906,  and  is  at  the  date  hereof  above  authorized  to  trans- 
act business. 

9.  This  corporation  has  not  entered  into  combination,  conspiracy, 
trust,  pool,  monopoly,  agreement  or  contract  intended  to  restrain  or 
prevent  competition  in  the  supply  or  price  of  any  article  or  commodity 
in  general  use  in  the  said  state  of  Wisconsin,  or  which  constitutes  a 
subject  of  trade  or  commerce  therein,  or  which  shall  in  any  manner 
control  the  price  of  any  such  article  or  commodity,  fix  the  price  thereof, 
limit  or  fix  the  amount  or  quantity  thereof  to  be  manufactured,  mined, 


654  CORPORATION   FORMS. 

produced  or  sold  in  said  state,  or  fix  any  standard  or  figure  by  which 
its  price  to  the  public  shall  be  in  any  manner  controlled  or  established. 
10.  This  corporation  hereby  consents  and  agrees  that  it  will  com- 
ply with  all  the  laws  of  the  state  of  Wisconsin  relating  to  foreign  cor- 
porations. (Dated,  signed,  and  sworn  to.) 

§  6652. 

FORM  884. 
Certificate  of  Newly-elected  Officers — Wisconsin. 

State  of  Illinois,  County  of  Cook,  ss  : 

I,  William  A.  Buchanan,  secretary  of  the  Chicago  Paper  Box  Com- 
pany, do  hereby  certify  that  at  a  meeting  of  the  board  of  directors  of 
said  company  duly  held  on  the  third  day  of  January,  A.  D.  1910,  at 
the  office  of  said  corporation  in  the  city  of  Chicago,  a  quorum  being 
present  the  following  officers  were  duly  elected  for  the  ensuing  year, 
to  wit : 

President,  James  N.  Clenney ;  Vice-president,  Allan  Starwalt ;  Sec- 
retary, William  A.  Buchanan ;  Treasurer,  Harry  A.  Eobertson. 

In  witness  whereof,  said  corporation  has  caused  this  certificate  to 
be  signed  by  its  secretary  this  4th  day  of  January,  A.  D.  1910. 

William  A.  Buchanan,  Secretary. 


FORM  885. 

Certificate  of  Increase  of  Capital  Stock — Wisconsin. 

State  of  Illinois,  County  of  Cook,  ss  : 

William  A.  Buchanan,  secretary  of  the  Chicago  Paper  Box  Com- 
pany, a  corporation  organized  and  existing  under  the  laws  of  the 
state  of  Illinois,  hereby  certifies :  that  at  a  meeting  of  the  stockholders 
of  said  corporation  on  the  3d  day  of  January,  A.  D.  1910,  the  said 
corporation  by  its  stockholders  at  their  regular  annual  meeting,  a  quo- 
rum being  present,  duly  adopted  and  passed  an  amendment  to  its  ar- 
ticles of  incorporation  whereby  and  by  which  its  capital  stock  was 
increased  from  $100,000  to  $150,000,  that  of  said  increase  the  entire 
proportion  and  sum  is  to  be  employed  in  the  state  of  Wisconsin.  That 
this  certificate  and  affidavit  is  made  for  and  on  behalf  and  by  authority 
of  said  corporation.  (Dated,  signed  and  sworn  to.) 


FOREIGN   CORPORATIONS.  655 

FORM  886. 
Annual  Report — Wisconsin. 

To  the  Secretary  of  State  of  the  State  of  Wisconsin : 

The  Chicago  Paper  Box  Company  a  corporation  organized  and  ex- 
isting under  the  laws  of  the  state  of  Illinois,  and  doing  business  in 
the  state  of  Wisconsin,  hereby  submits  its  annual  report  as  follows : 

1.  The  name  of  this  corporation  is  the  Chicago  Paper  Box  Com- 
pany. 

2.  The  location  of  its  principal  office  outside  of  the  state  of  Wis- 
consin is  500  State  street,  city  of  Chicago,  county  of  Cook,  state  of 
Illinois. 

3.  The  location  of  its  principal  office  within  the  state  of  Wisconsin 
is  500  Maine  street,  city  of  La  Crosse,  county  of  La  Crosse,  Wisconsin. 

4.  The  names  and  addresses  of  the  officers  of  this  corporation  are  as 
follows : 

Names.  Addresses. 


5.  The  name  and  address  of  the  agent  or  manager  who  represents 
the  corporation  within  the  state  is  Thomas  M.  Morris,  No.  200  Broad 
street,  city  of  La  Crosse,  county  of  La  Crosse. 

6.  That  the  nature  of  the  business  of  this  corporation  in  the  state 
of  Wisconsin  to  be  transacted  is  as  follows:  to  own  and  operate  a 
plant  for  the  manufacture  of  paper  boxes  of  all  kinds,  sizes  and  de- 
scriptions, and  the  transaction  of  all  business  that  may  be  directly  or 
indirectly  necessary  in  the  operation  of  such  plant  and  in  the  manu- 
facture of  such  boxes. 

7.  The  total  amount  of  the  capital  stock  paid  in  money  and  services 
(since  the  increase)  is  $150,000. 

8.  The  proportion  of  capital  stock  represented  in  the  state  of  Wis- 
consin located  and  business  transacted  therein  during  the  past  year  is 
$50,000. 

9.  That  this  corporation  has  not  entered  into  any  combination, 
conspiracy,  trust,  pool,  monopoly,  agreement,  or  contract  intended  to 
restrain  or  prevent  competition  in  the  supply  or  prices  of  any  article 
or  commodity  in  general  use  in  the  said  state  of  Wisconsin,  or  which 
constitutes  a  subject  of  trade  or  commerce  therein,  or  which  shall  in 
any  manner  control  the  price  of  any  such  article  or  commodity,  fix  the 
price  thereof,  limit  or  fix  the  amount  or  quantity  thereof  to  be  manu- 
factured, mined,  produced  or  sold  in  said  state,  or  fix  any  standard  or 
figure  by  which  its  price  to  the  public  shall  be  in  any  manner  con- 
trolled or  established. 


656  CORPORATION   FORMS. 

10.  In  witness  whereof,  the  said  corporation  has  caused  its  name 
to  be  hereto  attached  by  its  president,  attested  by  its  secretary  and  its 
corporate  seal  to  be  affixed  hereto  this  10th  day  cf  January,  A.  D.  1910. 

(Signed  and  sworn  to.) 

§  6652. 

FORM  887. 
Application  for  Doing  Business — Wyoming. 

To  the  Secretary  of  the  State  of  Wyoming : 

The  Panama  Hat  Company,  a  corporation  organized  under  the  laws 
of  the  state  of  Texas  and  engaged  in  manufacturing  in  said  state, 
would  show  that  it  did  on  the  first  day  of  March,  A.  D.  1910,  estab- 
lish an  office  and  a  place  of  business  and  began  transacting  its  business 
within  the  said  state  of  Wyoming;  and  that  it  does  now,  on  this  10th 
day  of  March,  A.  D.  1910,  present  herewith  and  file  in  the  office  of  the 
secretary  of  state  a  certified  copy  of  its  articles  of  incorporation  to- 
gether with  a  certified  copy  of  the  general  incorporation  laws,  fluly 
certified,  and  authenticated  as  required  by  the  laws  of  the  state  of 
Texas. 

It  also  represents  and  shows  that  it  has  this  day  filed  a  like  certi- 
fied copy  of  its  articles  of  incorporation  and  of  the  general  corpora- 
tion laws  of  the  state  of  Texas,  under  which  it  was  organized,  and 
authenticated  as  required  by  the  laws  of  Texas,  in  the  office  of  the 
register  of  deeds  in  the  county  of  Sheridan,  in  said  state  of  Wyoming, 
in  which  county  this  corporation  so  began  to  carry  on  and  transact  its 
business  on  the  said  1st  day  of  March.  (It  seems  that  an  amendment 
to  the  revised  statute  enacted  in  1909  requires  the  above-named  copies 
to  be  filed  in  the  office  of  the  register  of  deeds  instead  of  the  office  of 
the  clerk  of  the  county.) 

This  corporation  also  presents  and  files  herewith  a  statement  signed 
by  its  president  and  attested  by  the  secretary  designating  the  location 
of  its  principal  office  in  the  said  state  of  Wyoming  and  also  the  name 
of  its  agent  in  charge  thereof  and  upon  whom  process  may  be  served. 

It  also  shows  that  it  has  filed  with  its  said  agent  at  its  said  desig- 
nated office  a  like  certified  copy  of  its  certificate  and  articles  of  in- 
corporation. 

In  witness  whereof,  the  said  Panama  Hat  Company  has  caused  its 
name  to  be  signed  hereto  by  its  president,  attested  by  its  secretary 
with  its  corporate  seal  affixed  this  10th  day  of  March,  A.  D.  1910. 

The  Panama  Hat  Company, 

(Seal.)  By  William  B.  Abney,  President. 

Attest :     John  Mackay,  Secretary. 

§  6640  et  seq. 


FOREIGN    CORPORATIONS.  657 

FORM  888. 
Designation  of  Office  and  Agent — Wyoming. 

The  Panama  Hat  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  Texas,  and  doing  business  in  the  state 
of  Wyoming,  has  selected  and  designated,  and  does  hereby  select  and 
designate  as  the  location  of  its  principal  office  and  place  of  business  in 
the  state  of  Wyoming,  No.  500  Cactus  street,  in  the  city  of  Sheridan, 
county  of  Sheridan,  in  the  said  state  of  Wyoming. 

The  said  corporation  has  also  selected,  appointed  and  designated, 
and  does  hereby  select,  appoint  and  designate  John  S.  Le  Page  as  its 
resident  agent  and  attorney  in  charge  of  said  office,  and  the  person 
in  the  management  and  control  of  its  said  business  at  such  office  in 
the  city  of  Sheridan,  as  its  agent  and  attorney  in  fact,  and  the  person 
upon  whom  process  against  this  corporation  may  be  served. 

This  corporation  hereby  agrees,  consents  and  stipulates  that  said 
office  above  named  shall  be  deemed  the  office  and  postoffice  address  of 
this  corporation,  its  officers,  directors  and  stockholders,  and  that  when- 
ever, by  the  provisions  of  any  law  of  the  state  of  Wyoming,  any  notice 
is  required  to  be  given  this  corporation,  its  officers,  stockholders,  or 
directors,'  such  notice  shall  be  sent  by  mail  or  otherwise  as  the  law 
may  require  to  said  above  named  registered  office,  and  this  corpora- 
tion further  hereby  consents  and  agrees  that  such  notice  so  given 
shall  be  and  is  deemed  sufficient  notice;  and  this  corporation  hereby 
further  agrees  and  consents  that  the  service  of  any  process  made  at 
said  registered  place  of  business  and  upon  said  designated  agent  shall 
be  and  is  deemed  sufficient  service  upon  this  corporation. 

In  consideration  of  the  premises  this  corporation  further  agrees  and 
consents  that  this  designation  of  its  said  office  and  the  appointment  of 
its  said  agent  and  attorney,  shall  continue  so  long  as  there  is  any  lia- 
bility existing  against  this  corporation,  growing  out  of  or  in  relation 
to  its  said  business  in  the  said  state  of  Wyoming. 

In  witness  whereof,  the  said  corporation  has  caused  this  certificate 
to  be  signed  by  its  president  and  attested  by  its  secretary  with  its  cor- 
porate seal  affixed  this  10th  day  of  March,  A.  D.  1910. 

The  Panama  Hat  Company, 
(Seal.)  By  William  B.  Abney,  President. 

Attest :     John  Mackay,  Secretary. 
§§  6653,  6740,  6755. 


42— Thomp.  Corp.  VII. 


INDEX  TO  FORMS. 


[References  are  to  Numbers  of  Forms.] 

ABATTOIRS, 

object  clause  in  articles  of  corporation  operating,  107,  307. 

ABSTRACTS  OF  TITLE, 

object  clause  in  articles  of  corporation  formed  to  make  and  keep 

books,  108. 

ACCEPTANCE, 

See  Consent. 
appointment  as  agent  of  foreign  corporation  in  Maryland,  776. 
Massachusetts,  784. 
Maryland,  776. 
Montana,    804. 
New  York,  820. 
Porto  Rico,  851. 
Rhode  Island,  856. 
Virginia,  875. 
election  by  director,  623. 

notice  of  acceptance  by  agent  of  foreign  corporation  in  Massachu- 
setts, 785. 
resignation  effective  on,  689. 

ACETYLENE  GAS, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 

supply,  109. 

ACKNOWLEDGMENT, 

See   Affidavits,    Oaths    and   Title   of   Particular    State   for    Official 

Acknowledgments. 
application  of  foreign  corporation  to  do  business  in  Alaska,  741. 
Kansas,  763,  764. 
Ohio,  829. 
Texas,  864. 
articles  of  incorporation,  25. 
Colorado,  32. 
District  of  Columbia,  37. 
Indiana,  47. 
Hawaii,  41. 
Mississippi,  62. 

659 


660  INDEX. 

[References  are  to  Numbers  of  Forms.] 

ACKNOWLEDGMENT— Continued. 

Philippine  Islands,  85. 

Utah,  95. 

West  Virginia,  100. 
certificate  of  consent  to  mortgage,  717. 

of  election  under  Arkansas  laws,  29. 

of  incorporation  under  New  York  laws,  75. 

of  increase  of  directors  by  unanimous  consent,  619. 

of  increase  of  stock,  613. 

of  merger,  734. 

of  resolution  of  directors  for  dissolution,  736. 
corporate  mortgage,  711,  712. 
forms  in  various  states,  see  particular  state, 
general  forms,  476-490. 
of  stockholders  to  resolution  dissolving  corporation,  735. 

authorizing  officers  of  foreign  corporation  to  execute  consent 
to  do  business  in  Kansas,  765,  766. 
petition  for  change  of  corporate  name,  726. 
verifying  proceedings  for  consolidation,  733. 

ADVERTISEMENT, 

application  for  charter  under  Pennsylvania  law,  82. 

ADVERTISING, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  110, 
227,  364. 

ADVISORY  COMMITTEE, 

provision  for  in  by-laws,  592. 

AEROPLANE  COMPANY, 

subscription  to  stock  of,  14. 

AFFIDAVITS, 

See  Acknowledgments;  Oaths;  Monopolies. 
anti-trust,  491,  694,  695,  696. 

by  foreign  corporation  in  Missouri,  800. 
by  foreign  corporation  in  Texas,  865. 
execution  by  officers,  693. 
general  form,  489,  490. 
loss  of  certificate,  674. 
officers  of  corporation,  693. 

of  foreign  corporation  for  privilege  of  doing  business  in  Mis- 
souri, 796. 
local  agent  of  foreign  corporation  in  Minnesota,  792. 

Missouri,  798. 
president  and  secretary  of  foreign   corporation  to   do  business   in 

Montana,  802. 
president  of  foreign  corporation  as  to  payment  of  stock,  795. 


INDEX.  661 

[References  are  to  Numbers  of  Forms.] 
AGENCY, 

See  Agents;   Mercantile  Agency. 
AGENTS, 

affidavit  of  local  agent  of  foreign  corporation  in  Illinois,  758. 
Minnesota,  792. 
Missouri,  798. 
clause  in  articles  authorizing  corporation  to  act  as  agent,  324,  375, 

376. 
consent  of  agent  to  represent  foreign  corporation  in  Alaska,  742. 
Maryland,  776. 
Massachusetts,  784. 
Montana,  804. 
New  York,  820. 
Porto  Rico,  851. 
Rhode  Island,  856. 
designation  of  agent  of  foreign  corporation  in  Alabama,  740. 
Arizona,  743. 
Arkansas,  745. 
California,  747. 
Connecticut,  750. 
Kansas,  767. 
Kentucky,  769. 
Maine,  773,  774. 
Massachusetts,  778. 
Michigan,  787. 
Minnesota,  790. 
Missouri,  797. 
Montana,  803. 
Nebraska,  807. 
Nevada,  811. 
New  Mexico,  817. 
New  York,  819. 
North  Dakota,  827. 
Oklahoma,  835. 
Oregon,  837. 
Porto  Rico,  850. 
Rhode  Island,  855. 
South  Dakota,  861. 
Utah,  868. 
Vermont,  870. 
Virginia,  874. 
"Washington,  878. 
Wyoming,  888. 
for  receiving  subscriptions  under  laws  of  Alabama,  25. 
notice  of  acceptance  of  appointment  for  foreign  corporation  in  Mas- 
sachusetts, 785. 
object  clauses  in  articles  of  corporation  to  engage  in  business  of,  111. 
resolution  appointing  agent  of  foreign  corporation  in  Massachusetts, 
779. 


663  INDEX. 

[References  are  to  Xumbers  of  Forms.'] 
AGREEMENT, 

See  Contbacts. 
underwriting,  718. 
voting  trust,  583-585. 

AGRICULTURAL  IMPLEMENTS, 

object  clause  in  articles  of  corporation  to  engage  in  manufacture  and 
sale  of,  112. 

AIR  BRAKES, 

object  clause  in  articles  of  corporation  formed  to  engage  in  manufac- 
ture and  sale  of,  113. 

AIR  MACHINERY, 

object  clause  in  articles  of  corporation  formed  to  engage  in  manu- 
facture and  sale  of,  113. 

AIR  POWER  MOTORS, 

object  clause  in  articles  of  corporation  formed  to  engage  in  manu- 
facture, sale  and  lease  of  machinery,  114,  115. 

ALABAMA, 

application  of  foreign  corporation  to  do  business,  739. 

designation  by  foreign  corporation  of  place  of  business  and  agent, 

740. 
form  of  articles  of  incorporation,  25. 
official  acknowledgments,  492. 

ALASKA, 

application  by  foreign  corporation  to  do  business,  741. 

articles  of  incorporation,  26. 

consent  of  designated  agent  to  represent  foreign  corporation,  742. 

designation  of  place  of  business  and  agent  by  foreign  corporation, 

741. 
official  acknowledgments,  493. 

ALCOHOLIC  INSTITUTES, 

object  clause  in  articles  of  corporation  to  engage  in  business  of,  116. 

ALKALIES, 

object  clause  in  articles  of  corporation  dealing  in,  228. 

ALUMINUM, 

object  clause  in  articles  of  corporation  making  and  selling,  153. 

AMALGAMATION, 

clause  in  articles  of  mining  corporation  authorizing  work,  319. 


INDEX.  663 

[References  are  to  Numbers  of  Forms.] 
AMENDMENTS, 

by-laws,  589,  590,  591. 

changing  date  of  meetings,  608. 

changing  name,  593. 

changing  number  and  denomination  of  shares,  601. 

changing  place  of  business,  605. 

classification  of  directors,  604. 

classification  of  stock,  602. 

increasing  capital  stock,  594,  595. 

and  issuance  of  convertible  bonds,  597. 
increasing  directors,  603. 
provision  for  amendment  of  articles,  24. 

provision  for  in  articles  of  association,  see  particular  state, 
provision  of  steel  corporation  by-laws  relating  to,  592. 
reducing  and  cancelling  stock,  598,  599. 
reducing  stock  and  distributing  assets,  500. 
resolutions  amending  by-laws,  608. 

AMMONIA, 

object  clause  in  articles  of  corporation  making  and  selling,  117. 

AMMUNITION, 

object  clause  in  articles  of  corporation  making  and  selling,  118. 

AMUSEMENT  COMPANIES, 

object  clause  in  articles  of  corporation  in  business,  119. 

AMUSEMENT  PARKS, 

object  clause  in  articles  of  corporation  formed  to  maintain,  120. 

ANIMAL  FANCIERS, 

object  clause  of  corporation  formed  to  engage  in  business  of,  121. 

ANNUAL  MEETINGS, 

See  Meetings. 
ANNUAL  REPORT, 

of  foreign  corporation  doing  business  in  Indiana,  761. 

Kansas,  768. 

Massachusetts,  782. 

Michigan,  788,  789. 

Missouri,  799. 

Nebraska,  808. 

New  Jersey,  814. 

New  York,  823. 

North  Carolina,  825. 

North  Dakota,  828. 

Ohio,  832. 

Oregon,  838. 

Porto  Rico,  853. 

South  Carolina,  859. 


664  INDEX. 

[References  are  to  Numbers  of  Forms.] 

ANNUAL  REPORT— Continued. 
Tennessee,  863. 
Virginia,  876. 
Wisconsin,  886. 


ANTI-TRUST, 


See  Monopolies. 


ANTI-TRUST  AFFIDAVIT, 

under  laws  of  Illinois,  695,  696. 
Missouri,  491,  694. 
Texas,  865. 

APARTMENT  HOUSES, 

object  clause  in  articles  of  corporation  formed  to  acquire,  build  and 
lease,  122. 

APPLIANCES, 

See  Railroad  Appliances. 
APPLICATION, 

for  charter  to  governor  of  Pennsylvania,  84. 
for  charter  under  Kansas  laws,  49. 

under  Georgia  laws,  40. 
foreign  corporation  to  do  business  in  Alabama,  739. 

Arkansas,  745. 

California,  746. 

Colorado,  748. 

Connecticut,  749. 

Delaware,  751. 

Florida,  753. 

Georgia,  754. 

Hawaii,  755. 

Idaho,  756. 

Illinois,  757. 

Indiana,  759,  760. 

Iowa,  762. 

Kansas,  763,  764. 

Louisiana,  770. 

Maine,  772. 

Maryland,  775. 

Massachusetts,  777. 

Michigan,  786. 

Minnesota,  790. 

Mississippi,  793. 

Missouri,  794. 

Montana,  801. 

Nebraska,  805. 

Nevada,  810. 

New  Jersey,  813. 

New  Mexico,  816. 


INDEX.  665 

[References  are  to  Numbers  of  Forms.'] 

APPLICATION— Continued. 

New  York,  818. 

North  Carolina,  825. 

North  Dakota,  826. 

Ohio,  829. 

Oklahoma,  834. 

Oregon,  836. 

Pennsylvania,  839. 

Philippine  Islands,  846. 

Porto  Rico,  848. 

Rhode  Island,  854. 

South  Carolina,  857. 

South  Dakota,  860. 

Tennessee,  862. 

Texas,  864. 

Utah,  866. 

Vermont,  869. 

Virginia,  873. 

Washington,  877. 

West  Virginia,  879. 

Wisconsin,  882. 

Wyoming,  887. 
notice  of  application  for  charter  under  Pennsylvania  laws,  82. 
notice  of  application  to  change  corporate  name,  727. 

APPOINTMENT, 

See  Agents. 
of  auditor  of  foreign  corporation  in  Massachusetts,  781. 

ARCHITECTS, 

object  clause  in  articles  of  corporation  to  engage  in  business  of,  123. 
corporation  to  make  blue  prints,  140. 

ARCHITECTURAL  IRON  WORK, 

object  clause  in  articles  of  corporation  making  and  selling,  394. 

ARIZONA, 

articles  of  incorporation  under  laws  of,  27. 
appointment  of  agent  for  foreign  corporation,  743. 
official  acknowledgments,  494. 

ARKANSAS, 

application  of  foreign  corporation  to  do  business  and  designation  oi 

office  and  agent,  745. 
articles  of  incorporation,  28. 
certificate  of  election  to  be  filed  with  articles,  29. 
official  acknowledgments,  485. 


666  INDEX. 

[References  are  to  Numbers  of  Forms.'] 

ART  DEALERS, 

object  clause  in  articles  of  corporation  formed  to  engage  in  pur- 
chase and  sale  of  art  objects,  124. 

ARTICLES  OF  INCORPORATION, 

amendment  authorizing  issuance  of  convertible  bonds,  597. 
changing  corporate  name,  593. 
changing  number  and  denomination  of  shares,  601. 
changing  place  of  business,  605. 
classifying  directors,  604. 
classifying  stock,  602. 
increasing  capital  stock,  594,  595. 
increasing  directors,  603. 

increasing  stock  and  providing  for  stock  dividends,  596. 
reducing  and  cancelling  stock,  598,  599. 
reducing  stock  and  distributing  assets,  600. 
application  for  charter  under  Georgia  laws,  40. 
certified  to  by  foreign  corporation,  871. 
change  of  principal  office,  607. 
extension  of  corporate  existence,  606. 
Fisher  Automobile  Company,  47. 
forms  under  laws  of  various  states  and  countries, 
Alabama,  25. 
Alaska,  26. 
Arizona,  27. 

Arkansas,  28. 

British  Provinces,  105. 

California,  30. 

Colorado,  32. 

Connecticut,  33. 

Delaware,  35. 

District  of  Columbia,  37. 

Florida,  38. 

Hawaii,  41. 

Idaho,  42. 

Illinois,  43. 

Indiana,  46. 

Iowa,  48. 

Kansas,  49. 

Kentucky,  50. 

Louisiana,  51. 

Maryland,  55. 

Massachusetts,  56,  57. 

Mexico,  106. 

Michigan,  58,  59,  60. 

Minnesota,  61. 

Mississippi,  62. 

Missouri,  63. 

Montana,  64. 

Nebraska,  65. 


INDEX.  667 

[References  are  to  Numbers  of  Forms.] 

ARTICLES  OF  INCORPORATION— Continued. 

Nevada,  66. 

New  Hampshire,  68. 

New  Jersey,  69,  70. 

New  York,  74,  75. 

North  Carolina,  76. 

North  Dakota,  77. 

Ohio,  78,  79. 

Oklahoma,  80. 

Oregon,  81. 

Pennsylvania,  82. 

Philippine  Islands,  85. 

Porto  Rico,  86. 

Rhode  Island,  87. 

South  Carolina,  88,  89. 

South  Dakota,  90. 

Tennessee,  92,  93. 

Texas,  94. 

Utah,  95. 

Vermont,  96,  96a. 

Virginia,  97. 

Washington,  99. 

West  Virginia,  100. 

Wisconsin,  101,  102. 

Wyoming,  103. 
general  form,  24. 

general  forms  of  acknowledgment,  476-490. 
Interstate  Biscuit  Company,  36. 
Knox  Drug  Company,  54. 
name  of  corporation,  52,  53,  54. 
non-stock  corporation  under  Illinois  laws,  44. 
statement  filed  with  articles  of  foreign  corporation  in  Wisconsin, 

883. 
United  States  Steel  Corporation,  73. 
voluntary  association  without  capital  stock,  31. 
voluntary  associations  under  Wisconsin  laws,  102. 
Yukon  Mining  and  Milling  Company,  91. 

ASBESTOS, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  125,  236. 

ASPHALT, 

object  clause  in  articles  of  corporation  dealing  in,  126. 

ASSESSMENTS, 

forfeiture  of  stock  for  failure  to  pay,  639. 

notice  of,  657,  658. 

notice  of  calls,  652,  653. 

provision  in  general  articles  as  to  non-assessability,  24. 


6G8  INDEX. 

[References  are  to  Numbers  of  Forms.] 

ASSESSMENTS— Continued. 

resolutions  making  calls,  637. 
waiver  of  notice  of  calls,  654. 

ASSETS, 

resolution  authorizing  sale  of,  610. 
resolution  authorizing  sale  of  entire,  651. 

ASSIGNMENT, 

installment  certificates,  678. 

separate  assignment  of  stock  certificates,  679. 

stock  certificates,  676,  677. 

subscriptions,  680. 

ASSISTANT  SECRETARIES, 

provision  for  in  by-laws,  592. 

ASSISTANT  TREASURER, 

provision  for  in  by-laws,  592. 

ATTORNEY, 

designation  of  attorney  of  foreign  corporation  in  West  Virginia,  881. 
provision  in  by-laws  of  steel  corporation  relating  to  attorneys,  592. 

ATTORNEY-GENERAL, 

undertaking  of  foreign  corporation  filed  with,  in  Nebraska,  809. 

AUDITOR, 

appointment  of  auditor  of  foreign  corporation  in  Massachusetts,  781. 
certificate  of  auditor  of  foreign  corporation  in  Massachusetts,  783. 
oath  of,  in  Massachusetts,  780. 
object  clause  in  articles  of  auditing  corporation,  127. 

AUTOMOBILE  COMPANIES, 

promoter's  agreement  for  organization  of,  1. 

subscription  agreement  containing  promise  to  promoter,  13. 

AUTOMOBILES, 

See  Electricity. 
•object  clause  in  articles  of  corporation  making  and  selling,  128,  135. 
corporation  making  and  selling  tires,  130. 
storage  and  supply,  129. 


B 
BAGGAGE  TRANSFER, 

object  clause  in  articles  of  corporation  operating,  342. 

BAKING  COMPANIES, 

object  clause  in  articles  of  baking  company,  131. 


INDEX. 


GG9 


[References  are  to  Numbers  of  Forms.] 


BAKING  POWDERS, 

object  clause  in  articles  of  corporation  formed  to  make  and  sell,  131, 

132. 

BALLOTS, 

cumulative  voting,  578. 
form  of,  576. 

BANANA  PLANTATION, 

object  clause  in  articles  of  corporation  formed  to  own  and  operate, 

133. 

BANK  CHECK, 

payment  of  dividend  with,  662. 

BANK  NOTES, 

object  clause  in  articles  of   corporation   to  engage   in   business  of 

making,  134. 

BANKS, 

selection  of  for  deposit,  635. 

BICYCLES, 

object  clause  in  articles  of  corporation  to  make  and  sell,  130,  135. 

BILLS  AND  NOTES, 

See  Bonds. 
corporate  note  executed  by  president,  684. 
object  clause  in  articles  of  corporation  formed  to  deal  in,  234,  234a. 

BISCUIT  COMPANIES, 

articles  of  incorporation  of  interstate,  36. 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell  biscuits,  136,  137. 

BLOODED  STOCK, 

object  clause  in  articles  of  corporation  dealing  in,  139. 

BLAST  FURNACES, 

object  clause  in  articles  of  corporation  formed  to  build,  own  and 
operate,  138. 

BLOCK  SIGNALS, 

object  clause  in  articles  of  corporation  organized  to  manufacture, 
install  and  deal  in,  370. 

BLUE  PRINTS, 

object  clause  in  articles  of  corporations  formed  to  make  and  sell, 

140. 


670  IXDEX. 

[References  are  to  Numbers  of  Forms.] 

BOARD  OF  DIRECTORS, 

See  Directors. 
names  in  articles  of  incorporation,  24. 

BONE  DUST, 

object  clause  in  articles  of  corporation  to  make  and  sell,  141. 

BOOK  SELLERS, 

object  clause  in  articles  of  corporation,  110. 

BOOM  COMPANIES, 

object  clause  in  articles  of  incorporation,  142. 

BOOTS  AND  SHOES, 

object  clause  in  articles  of  corporation  to  make  and  sell,  143. 
corporation  to  deal  in  machinery,  144. 

BONDS, 

coupons,  698,  699. 

debenture,  703. 

form  for  bond  and  coupon,  697. 

guaranty  of,  706. 

indemnity  for  lost  certificate,  675. 

mortgages  to  secure,  711,  712. 

object  clause  in  articles  of  corporation  dealing  in,  152,  234,  279. 

of  treasurer,  688. 

registered,  700,  701,  702. 

resolution  authorizing  bonds  secured  by  mortgage,  609. 

resolution  authorizing  sale  of,  640. 

trustees'  certificates  to,  697,  705. 

underwriting  agreement  relating  to,  721. 

BORROWING  MONEY, 

resolutions  authorizing,  632-634 

BOX  COMPANIES, 

object  clause  in  articles  of  incorporation,  145. 

BRANDIES, 

object  clause  in  articles  of  corporation  formed  to  buy  and  sell,  146. 

BRASS  FOUNDRIES, 

object  clause  in  articles  of  corporation  engaged  in  business,  225. 

BREEDING  COMPANIES, 

See  Cattle. 
object  clause  in  articles  of  incorporation,  147. 
sheep  breeding  corporation,  393. 

BREWERIES, 

object  clause  in  articles  of  incorporation,  148. 


INDEX.  671 

[References  are  to  Numbers  of  Forms.} 

BRICK  COMPANIES, 

object  clause  in  articles  of  incorporation,  149,  150. 

BRIDGE  COMPANIES, 

articles  of  incorporation  of  under  Texas  laws,  94. 
object  clause  in  articles  of  corporation,  151,  363. 

BRIQUETTES, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  182. 

BRITISH  PROVINCES, 

articles  of  incorporation,  104,  105. 

BROKERS, 

See  Real  Estate  Agents. 
object  clause  in  articles  of  corporation  to  engage  in  business  of,  152. 

BRONZE  COMPANIES, 

object  clause  in  articles  of  incorporation,  153. 

BROOM  COMPANIES, 

object  clause  in  articles   of   corporation   to   manufacture   and   sell 
brooms,  154. 

BRUSH  COMPANIES, 

object  clause  in  articles  of  brusb  company,  155. 

BUILDERS  AND  CONTRACTORS, 

object  clause  in  articles  of  corporation  to  engage  in  construction, 
alteration  and  decoration,  etc.,  156,  159,  192. 

BUILDERS'  SUPPLIES, 

object  clause  in  articles  of  corporation  dealing  in,  157. 

BUILDINGS, 

object  clause  in  articles  of  corporation  formed  to  construct,  191. 
object  clause  in  articles  of  corporation  engaged  in  concrete  construc- 
tion, 189. 

BUILDING  COMPANIES, 

clause  in  articles  of  corporation  formed  to  purchase  and  sell  im- 
proved real  estate,  175. 

BUILDING  MATERIALS, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  160. 

BUSINESS, 

option  agreements  relating  to  sale  of  corporate  business,  723. 


672  INDEX. 

[References  are  to  Numbers  of  Forms.] 

BUSINESS  COLLEGE, 

object  clause  in  articles  of  incorporation,  161. 

BUTCHERS, 

See  Abattoirs. 
object  clause  in  articles  of  corporation  selling  meat  products,  162. 

BUTTONS, 

object  clause  in  articles  of  corporation  to  make  and  sell,  163. 

BY-LAWS, 

See   Amendments;    Articles   of   Incorporation;    Resolutions. 

advisory  committee,  592. 

amendment  and  alteration,  589,  590,  591,  608. 

amendment  changing  date  of  meeting,  608. 

annual  meetings,  591. 

appointment  of  committees,  591. 

appointment  of  election  inspectors,  591. 

assistant  secretary,  592. 

authorizing  adoption  of  rules  and  regulations,  590,  591. 

call  for  election  where  directorate  vacant,  591. 

chairman  of  board  of  directors,  592. 

comptroller,  592. 

creating,  589. 

declaration  of  dividends,  590,  591. 

defining  duties  of  officers,  589. 

describing  seal,  589,  590,  591. 

directors'  meetings,  591. 

fixing  number  and  term  of  officers,  591. 

fixing  number  and  manner  of  electing  directors,  591. 

fixing  fiscal  or  business  year,  590. 

fixing  order  of  business,  590. 

fixing  powers  of  treasurer,  591. 

fixing  powers  of  officers,  590. 

fixing  powers  of  president,  591. 

general  counsel,  592. 

inspectors  of  election,  590. 

issuance  and  transfer  of  stock,  589,  591. 

issuance,  transfer  and  cancellation  of  certificates,  590. 

long  form,  590,  591. 

minutes  of  meeting  for  adoption,  553. 

notice  for  special  meetings,  591. 

notice  prescribing  time,  place  and  object  of  annual  meeting,  591. 

provision  for  filing,  591. 

regulating  elections,  589. 

regulating  voting,  590. 

relating  to  officers,  590. 

short  form,  589. 

special  meetings  of  stockholders,  591. 

stockholders'  meetings,  590. 

United  States  Steel  Corporation,  592. 


INDEX.  673 

[References  are  to  Numbers  of  Forms.] 

C 

CAKES, 

See  Biscuit  Companies. 

CALIFORNIA, 

application  of  foreign  corporation  to  do  business,  746. 

articles  of  incorporation,  30. 

articles  of  association  without  capital  stock,  31. 

designation  of  place  of  business  and  agent  of  foreign  corporation, 

747. 
official  acknowledgments,  483,  496. 

CALLS, 

directors  for  special  meeting,  568,  569. 

forfeiture  of  stock  for  failure  to  pay  calls,  639. 

for  meetings,  624,  628. 

minutes  of  meeting  authorizing,  553. 

notice  of,  652,  653. 

president  for  special  meeting,  564-566. 

resolution  making  calls,  637,  638. 

for  special  meeting,  567. 
stockholders  for  special  meeting,  560,  561. 
waiver  of  notice  of,  654. 

CANALS, 

clause  in  articles  of  corporation  organized  to  construct,  363. 

CANCELLATION, 

amendment  of  articles  authorizing  cancellation  of  stock,  598,  599. 

certificates  of  stock,  590. 
subscriptions,  23. 

CANNERS, 

object  clause  in  articles  of  canning  corporation,  164. 

CAPITAL  STOCK, 

See  Stock. 
amendment  of  articles  increasing,  594,  595. 
provisions  in  promoter's  agreement  as  to  amount  of,  1-5. 
provision  of  steel  corporation  by-laws  relating  to,  592. 
and  providing  for  stock  dividends,  596. 

CARBON  ENGINES, 

object  clause  in  articles  of  corporation  building,  166. 

CAR  BUILDERS, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  165. 

CARPET  CLEANING, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  167, 
178. 
43— Thomp.  Corp.  VII. 


674  INDEX. 

[References  are  to  Numbers  of  Forms.] 
CAR  WHEELS, 

clause  in  articles  of  corporation  organized  to  make  and  sell,  371. 

CASH  REGISTERS, 

object  clause  in  articles  of  corporation  formed  to  make  and  sell,  168. 

CATTLE, 

clause  in  articles  of  corporation  dealing  in,  269,  307,  339. 
and  breeding,  169. 

CEMENT, 

object  clause  in  articles  of  corporation  formed  to  make  and  sell,  126, 
170,  346. 

CEREALS, 

object  clause  in  articles  of  corporation  formed  to  buy  and  sell,  171. 

CERTIFICATES, 

See  Stock. 
acknowledgment  of  certificate  of  incorporation,  479. 
affidavit  of  loss  of,  674. 

articles  of  incorporation  of  foreign  corporation,  871. 
assignment  of  stock  certificate,  676,  677. 

installment  certificates,  678. 
auditor  of  foreign  corporation  in  Massachusetts,  783. 
authorizing  reduction  of  stock,  614. 
bond  of  indemnity  for  lost,  674. 
by-laws  relating  to  form  and  issuance,  590,  591. 
by-laws  providing  for  signatures  to,  590. 
by-law  provision  for  issuance  of  duplicates,  590. 
change  of  principal  office,  621. 
common  stock  certificates,  664,  665. 

partly  paid  stock,  667. 
common  stock  installment  certificates,  668. 
consent  to  mortgage,  717. 
demand  for  transfer  of,  681. 
election  inspectors,  588. 
election  under  Arkansas  laws,  29. 
extension  of  corporate  existence,  620. 
foreign  corporation  retiring  from  business  in  Ohio,  833. 
founder's  shares,  670. 

incorporation  of  scale  company  under  New  York  law,  75. 
incorporation  of  transportation  company  under  New  Jersey  laws,  71. 
incorporation  under  New  Jersey  law,  70. 
increase  of  directors  at  regular  meeting,  617. 

at  special  meeting,  618. 

by  unanimous  consent,  619. 
increase  of  stock,  612,  613. 

of  foreign  corporation  in  Wisconsin,  885. 
issuance  of  stock,  589. 


INDEX.  675 

[References  are  to  Numbers  of  Forms.'] 

CERTIFICATES — Continued. 

judge  as  to  incorporation  under  Virginia  laws,  98. 

merger  of  corporations,  734. 

newly  elected  officers  of  foreign  corporation,  884. 

organization  under  Connecticut  laws,  34. 

preferred  stock,  671,  672. 

resolution  classifying  stock,  616. 

resolution  of  directors  for  dissolution,  736. 

separate  assignment  of  stock  certificates,  679. 

Standard  Oil  form  of  stock  certificate,  666. 

stock  certificates  with  stub,  669. 

stock  deposited  under  voting  trust  agreement,  586. 

transfer  of,  590. 

trustee's  certificates  to  bonds,  697,  705. 

voting  trust,  583,  586. 

CHAIRMAN  OF  BOARD, 

provision  for  in  by-laws,  592. 

CHARACTER  OF  BUSINESS, 

See  Articles  of  Incorporation;    Special  Object  Clauses. 
declaration  of,  under  foreign  corporation  law  of  New  York,  819. 

CHARTER, 

See  Articles  of  Incorporation. 
application  under  Georgia  laws,  40. 
under  Kansas  laws,  49. 
under  Pennsylvania  laws,  82-84. 
under  Tennessee  laws,  93. 

CHARTER  BOARD, 

application  to,  for  charter  under  Kansas  laws,  49. 

CHEMICALS, 

object  clause  in  articles  of  corporation  buying  and  selling,  172,  228. 
object  clause  in  articles  of  corporation  manufacturing   fire   extin- 
guishers, 235. 
purchase  of,  necessary  in  manufacture  of  ammunition,  118. 

CHEMISTS, 

object  clause  in  articles  of  corporation  doing  business,  172,  347. 

CHURCHES, 

articles  of  incorporation  of  under  Michigan  laws,  60. 

CIGARS, 

object  clause  in  articles  of  corporation  formed  to  make  and  sell,  174. 

CIVIL  ENGINEERING, 

object  clause  in  articles  of  corporation  formed  to  engage  in  business 
of,  176. 


676  index. 

[References  are  to  Numbers  of  Forms.'] 
CLAIMS, 

resolution  authorizing  settlement  of,  643. 

CLASSIFICATION, 

directors,  604. 

stock,  602. 

certificate,  616. 
CLAY, 

object  clause  of  corporation  to  mine  and  manufacture  clay,  177. 

CLOTH, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  179. 

CLOTHING, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  180. 

COAL, 

object  clause  in  articles  of  corporation  formed  to  deal  in,  181,  182, 
282. 

COBALT, 

clause  in  articles  of  corporation  organized  to  manufacture,  331. 

COCAINE  HABIT, 

clause  in  articles  of  corporation  organized  to  cure,  385. 

COFFEE, 

object  clause  in  articles  of  corporation  dealing  in,  183. 

COKE, 

object  clause  in  articles  of  corporation  dealing  in,  282. 
of  blast  furnace  corporation,  138. 

COLD  STORAGE, 

object  clause  in  articles  of  corporation  organized  to  operate,  184,  446. 

COLLECTION  AGENCY, 

object  clause  in  articles  of  corporation  formed  for  business  of,  185. 

COLLIERY, 

object  clause  in  articles  of  corporation  organized  to  own  and  work, 
186. 

COLONIZATION, 

object  clause  in  articles  of  corporation  to  establish  colony,  186. 

COLORADO, 

application  of  foreign  corporation  to  do  business,  748. 
articles  of  incorporation,  32. 
official  acknowledgments,  497. 


INDEX.  677 

[References  are  to  Numbers  of  Forms.] 

COMMISSIONERS, 

conditional  subscriptions  to,  16. 

COMMISSION  MERCHANTS, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  188. 

COMMITTEES, 

See  Finance  Committees. 
by-laws  providing  for  appointment  of,  591. 

COMMON  STOCK, 

See  Stock. 
certificate  of,  664,  665. 
declaring  dividends  on,  650. 
provision  in  general  articles  as  to  amount  of,  24. 

COMPENSATION, 

for  underwriters,  718-722. 

of  promoters,  see  Promoter's  Agreements. 

COMPTROLLER, 

provision  for,  in  by-laws,  592. 

CONCRETE  CONSTRUCTION, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  189. 

CONDITIONAL  SUBSCRIPTIONS, 
after  incorporation,  22. 
before  incorporation,  10,  11. 

CONFECTIONERY, 

object  clause  in  articles  of  corporation  making,  190. 

CONNECTICUT, 

application  of  foreign  corporation  to  do  business,  749. 
appointment  of  agent  of  foreign  corporation,  750. 
articles  of  incorporation,  33. 
certificate  of  organization,  34. 
official  acknowledgments,  498. 

CONSENT, 

See  Acceptance;  Foreign  Corporations. 
certificate  to  increase  of  directors  by  unanimous  consent,  619. 
foreign  corporation  to  be  sued  in  Porto  Rico,  852. 
foreign  corporation  to  be  sued  in  South  Dakota,  861. 
of  agent  of  foreign  corporation  to  act  in  Alaska,  742. 
resolution  authorizing  officers  of  foreign  corporation  to  execute  con- 
sent to  do  business  in  Kansas,  765,  766. 
stockholders'  consent  to  mortgage,  713-717. 
to  change  of  principal  office,  607. 


678  INDEX. 

[References  are  to  Numbers  of  Forms.} 

CONSENT — Continued. 

to  extension  of  corporate  existence,  606. 
written  consent  of  stockholders  to  dissolution,  737. 

CONSOLIDATION, 

agreement  for,  729-731. 

certificate  of  merger  of  corporation,  734. 

conveyances  to  perfect  agreement,  732. 

minutes  of  stockholders'  meetings  to  authorize,  733. 

resolution  authorizing,  611. 

CONSTITUTIONAL  LAW, 

resolution  of  foreign  corporation  accepting  Utah  constitutional  pro- 
visions, 867. 

CONTRACTORS, 

object  clause  in  articles  of  corporation  employed  as  general  con- 
tractors, 254. 

CONTRACTORS  AND  BUILDERS, 

See  Builders  and  Contractors. 

CONTRACTS, 

See  Option  Agreements;  Promoters'  Agreements;   Subscriptions;  Under- 
writers. 

by-laws  limiting  powers  of  president  in  execution  of,  591. 

corporate  signatures  to,  682,  683,  685. 

proof  of  execution  under  Pennsylvania  laws,  686. 

underwriting  agreement,  718-722. 

CONVERTIBLE  BONDS, 

resolution  authorizing  issuance  of,  597. 

CONVEYANCES, 

to  perfect  consolidation  agreement,  732. 

COOKER  COMPANY, 

subscription  to  stock  of,  after  incorporation,  20. 
cancellation  of  subscription  to  stock  of,  23. 

CO-OPERATIVE   SOCIETY, 

object  clause  in  articles  of  incorporation,  193. 
* 
COPPER, 

object  clause  in  articles  of  corporation  dealing  in,  282. 

COPYRIGHTS, 

acquisition  of  by  amusement  companies,  119. 

clause  in  articles  of  theatrical  corporation  organized  to  acquire,  428. 


INDEX.  679 

[References  are  to  Numbers  of  Forms.] 
CORDAGE, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  194. 

CORN  PRODUCTS, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  195. 

CORPORATE  EXISTENCE, 

certificate  of  extension  of,  620. 

extension  of  and  consent  of  stockholders,  606. 

provision  for  in  articles,  see  Articles  of  Incorporation. 

CORPORATE  NAME, 

change  of  by  petition,  726. 
notice  of  application  for  change,  727. 
order  of  court  changing,  728. 
of  consolidated  corporation,  729-731. 

provision  for  in  articles,  see  articles  of  incorporation  of  the  par- 
ticular state. 

CORPORATE  PLANT, 

resolution  authorizing  removal,  644. 

CORPORATIONS  NOT  FOR  PROFIT, 

See  Churches. 
articles  under  Michigan  laws,  59. 

CORRESPONDENCE  SCHOOL, 

object  clause  in  articles  of  corporation  formed  to  conduct,  196. 

COTTON, 

object  clause  in  articles  of  corporation  formed  to  buy  and  sell,  197. 

COTTON  COMPRESS, 

object  clause  in  articles  of  corporation  formed  to  manufacture,  oper- 
ate and  sell,  198. 

COTTON  OIL, 

object  clause  in  articles  of  corporation  formed  to  deal  in,  199. 

COTTON  PLANTATIONS, 

object  clauses  in  articles  of  corporation  formed  to  own  and  operate, 
200. 

COTTON  YARN, 

object  clause  in  articles  of  corporation  formed  to  carry  on  business 
in,  201. 

COUNSEL, 

provision  for  in  by-laws,  592. 


680  INDEX. 

[References  are  to  Numbers  of  Forms.] 
COUPONS, 

corporate  bonds,  698,  699. 

interest,  704. 

to  corporate  bonds,  697. 

CRACKERS, 

See  Biscuit  Companies. 
CRANES, 

object  clause  in  articles  of  corporation  formed  to  deal  in,  226. 

CUMULATIVE  DIVIDENDS, 

non-cumulative  dividends,  469. 
non-cumulative,  payable  quarterly,  470,  471. 
non-cumulative  and  par  value  on  distribution,  468. 
on  preferred  stock  and  limited  to  par  value  on  distribution,  465. 
on  preferred  stock  and  preference  limited  on  distribution,  466. 
on  preferred  stock  with  preference  on  dissolution,  460. 
on  preferred  stock  without  participation  in  management,  461. 
on  preferred  stock  limited  and  stock  classified  on  increase  with  con- 
sent, 463.    ' 
on  preferred  stock  with  voting  privilege,  467. 
with  preference,  464. 

CUMULATIVE  VOTING, 
at  meeting,  578. 

CUTLERY, 

object  clause  in  articles  of  corporation  dealing  in,  202. 


D 

DAIRY  PRODUCTS, 

object  clause  in  articles  of  corporation  dealing  in,  203,  252,  316. 

DEBENTURE  BONDS, 
form  of,  703. 
object  clause  in  articles  of  corporation  dealing  in,  234a,  279. 

DEBTS, 

provision  for  exemption  of  private  property  of  stockholders,  24. 

DECLARATION, 

of  foreign  corporation  in  Ohio,  831. 

of  stock  dividends,  648. 

resolution  declaring  dividends,  646,  647. 

DECORATORS, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  204. 


INDEX.  681 

[References  are  to  Numbers  of  Forms.} 
DELAWARE, 

application  of  foreign  corporation  to  do  business,  751. 
articles  of  incorporation,  35. 

Interstate  Biscuit  Company,  36. 
official  acknowledgment,  500. 
form  of  subscription  to  stock  before  incorporation  under  laws  of,  9. 

DENTAL  SUPPLIES, 

object  clause  in  articles  of  corporation  making  and  dealing  in,  205. 

DEPARTMENT  STORES, 

object  clause  in  articles  of  corporation  conducting,  206,  207. 

DESIGNATION, 

See  Agents;  Corporate  Names;  Foreign  Corporations. 
agent  and  principal  place  of  business  of  corporation,  868. 
office  and  agent  of  foreign  corporation  in  Pennsylvania,  842. 

DEVELOPMENT   COMPANIES, 

object  clause  in  articles  of  incorporation,  158,  287,  288. 

DIALS, 

object  clause  in  articles  of  corporation  formed  to  manufacture,  223. 

DIRECTORS, 

amendment  of  articles  increasing,  603. 
authority  to  appoint  committees,  591. 
by-laws  fixing  number  of,  589. 

fixing  number  and  terms  of  office  of  directors,  591. 

governing  manner  of  filling  vacancies,  591. 

providing  for  removal  of,  590. 

providing  for  election  and  fixing  duties,  590. 

providing  for  resignation,  590. 

relating  to  meetings,  591. 
call  of  meeting  by  members  of  board,  628. 

of  special  meeting,  568,  569. 

of  first  meeting  of  and  waiver  of  notice,  624,  625. 
certificate  showing  increase  of,  617,  618. 
certificate  of  unanimous  consent  to  increase,  619. 
changing  number  of,  572,  573. 
classification  of,  604. 
filling  vacancies  in  board,  589. 

meeting  may  be  called  in  case  directorate  vacant,  591. 
minutes  of  directors'  meetings,  631. 
notice  of  election,  571,  622,  623. 
notice  of  meetings,  629,  630. 

to  change  number  of,  572,  573. 
peremptory  resignation  of,  691. 
provision  for  first  board  of,  in  Alaska  articles,  26. 
provisions  Of  by-laws  of  steel  corporation  relating  to,  592. 


682  INDEX- 

[References  arc  to  Numbers  of  Forms.'] 

DIRECTORS— Continued. 

resignation  of,  689-691. 

effective  on  future  date,  690. 
resolution  accepting  provision  of  Nebraska  foreign  corporation  law, 

806. 

designating  agent  of  foreign  corporation  in  Maine,  774. 

dissolution,  736. 
resolution  of  board  of  foreign  corporation  seeking  to  do  business  in 

Louisiana,  771. 
statement  showing  names  and  residences,  738. 

DISSOLUTION, 

by  corporators,  735. 

certificate  of  resolution  of  directors  for  dissolution,  736. 

petition  for  voluntary,  738a. 

schedule  filed  with  petition,  73Sb. 

statement  showing  names  and  residences  of  directors  and  officers, 

738. 
written  consent  of  stockholders,  737. 

DISTILLERS, 

corporations  organized  to  distil  liquors,  146. 

object  clause  of  corporation  engaged  in  business  of,  208,  403,  420. 

DISTRICT  OF  COLUMBIA, 

articles  of  incorporation,  37. 

official  acknowledgment,  499. 

no  burdens  on  foreign  corporations,  752. 

DISTRIBUTION  OF  ASSETS, 

resolution  ordering  reduction  of  stock,  600. 

DIVIDENDS, 

See  Cumulative  Dividends. 
by-laws  governing  declaration  of,  590,  591. 
dates  for  payment,  592. 
notice  of,  659-663. 

and  request  for  mailing  orders,  663. 
resolutions  declaring,  646,  647. 

on  preferred  stock,  649,  650. 

DOCK  AND  TERMINAL  COMPANIES, 

object  clause  in  articles  of  corporation  engaged  in  business,  209. 

DOING  BUSINESS, 

See  Foreign  Corporations. 

DOMESTICATION, 

See  Foreign  Corporations. 
resolution  of  stockholders  for  domestication  in  Pennsylvania,  841. 


INDEX.  683 

[References  are  to  Numbers  of  Forms.} 

DRAINAGE  COMPANIES, 

object  clause  in  articles  of  corporation  engaged  in  business,  210. 

DREDGING  COMPANIES, 

object  clause  in  articles  of  corporation  engaged  in  business,  211,  226. 

DRUG  COMPANIES, 

articles  of  incorporation  of  under  laws  of  Maine,  54. 

object  clause  in  articles  of  corporation  engaged  in  business  of,  173. 

corporations  formed  to  combat  evils  of  drug  habit,  116. 

DRY  GOODS, 

object  clause  in  articles  of  corporation  formed  to  deal  in,  215. 

DURATION, 

See  Corporate  Existence. 
DYNAMITE, 

object  clause  in  articles  of  corporation  making  and  selling,  356. 

DYNAMOS, 

clause  in  articles  of  corporation  authorizing  construction,  325. 


E 
ECCLESIASTICAL  BODIES, 

articles  under  Michigan  laws,  60. 

EDUCATIONAL  INSTITUTIONS, 

See  Correspondence  School. 

EGGS, 

object  clause  in  articles  of  corporation  dealing  in,  355. 

ELECTION  INSPECTORS, 

See  Elections. 
ELECTIONS, 

by-laws  prescribing  vote  necessary  to  carry  proposition,  591. 

providing  for  elections,  590. 

providing  for  appointment  of  inspectors,  590,  591. 

regulating,  589,  590. 
certificates  under  Arkansas  laws,  29. 
certificates  of  inspectors,  588. 
cumulative  voting,  578. 
notice  of  election  of  directors,  571,  622,  623. 
oath  of  inspectors,  587. 
ordinary  ballot,  576. 

provision  for,  in  general  form  of  articles,  24. 
provision  for  inspectors,  590. 
proxies,  579-581. 
revocation  of  proxy,  582. 


684  INDEX. 

[References  are  to  Numbers  of  Forms.] 

ELECTIONS— Continued. 
secret  ballot,  577. 

statement  of  qualification  of  voter  at  stockholders'  elections,  24. 
vote  of  stockholders  on  change  of  office,  621. 
voting  trust  agreements,  583-585. 

on  reorganization,  585. 
voting, trust  certificates,  583,  586. 

ELECTRICAL  FIXTURES, 

object  clause  in  articles  of  corporation  dealing  in,  266. 

ELECTRICITY, 

object  clause  in  articles  of  corporation  formed  to  carry  on  electrical 
business,  216. 

corporation  formed  to  make  and  sell  vehicles,  217. 
corporation  engaged  in  business  of  welding,  219. 
corporation  formed  to  manufacture  and  deal  in  electrical  ma- 
chinery, 218. 
corporation  formed  to  carry  on  electrical  contracting  business, 
220. 

ELECTROTYPES, 

clause  in  articles  of  corporation  organized  to  make,  365. 

ELEVATORS, 

object  clause  in  articles  of  corporation  formed  to  manufacture,  erect 
and  operate  hoisting  machines,  221,  222. 

corporation  organized  to  operate  grain  elevators,  450. 
object  clause  in  articles  of  inspecting  corporation,  275. 

EMBOSSED  PRINTING, 

clause  in  articles  of  corporation  organized  to  do,  365. 

ENAMELED  GOODS, 

object  clause  in  corporation  formed  to  manufacture,  223. 

ENAMELED  STAMPED  WARE, 

object  clause  in  articles  of  corporation  formed  to  manufacture,  224. 

ENGINEERING, 

object  clause  in  articles  of  corporation  formed  to  engage  in  busi- 
ness, 225,  226,  300. 

ENGINES, 

object  clause  in  articles  of  corporation  making  and  selling  carbon 
engines,  166. 

ENGRAVING, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  227. 


INDEX.  685 

[References  are  to  Numbers  of  Forms.] 
ESCALATORS, 

object  clause  in  articles  of  corporation  formed  to  manufacture,  221. 

EXECUTIVE  COMMITTEE, 

by-laws  providing  for  election  of,  590. 

EXISTENCE  OP  CORPORATION, 

See  Corporate  Existence. 
provisions  for  in  articles,  see  particular  states, 

EXPLOSIVES, 

object  clause  of  corporation  making  and  selling,  228. 

EXPRESS  BUSINESS, 

object  clause  in  articles  of  corporation  engaged  in,  229. 


F 
FAIRS, 

object  clause  in  articles  of  corporations  formed  to  give,  230. 

FARM  PRODUCTS, 

object  clause  in  articles  of  corporations  formed  to  deal  in,  231-233. 

FERRY  COMPANIES, 

articles  of  incorporation  under  Texas  laws,  94. 

FINANCE  COMMITTEES, 

by-laws  of  steel  corporation  relating  to,  592. 

FINANCIAL  INVESTMENT  COMPANIES, 

object  clause  in  articles  of  corporation  engaged  in  business  as    234 
234a. 

FINANCIAL  STATEMENT, 

corporation  seeking  to  do  business  in  Philippine  Islands,  847. 
foreign  corporation  in  Porto  Rico,  849. 

FIREARMS, 

corporations  formed  to  manufacture  and  sell,  118. 

FIRE  EXTINGUISHERS, 

object  clause  in  articles  of  corporation  formed  to  make  and  sell,  235. 

FIRE  PROOFING, 

object  clause  in  articles  of  corporation  formed  to  make  and  sell,  236. 

FISH  COMPANY, 

promoter's  agreement  for  organization  of,  3. 

object  clause  in  articles  of  corporation  engaged  in  business  of,  237. 


686  INDEX. 

[References  are  to  Numbers  of  Forms.] 
FISCAL  YEAR, 

by-laws  fixing,  590. 

FIXTURES, 

schedule  of,  in  general  articles,  24. 

FLORIDA, 

application  of  foreign  corporation  to  do  business,  753. 
articles  of  incorporation,  38. 

notice  of  publication  of  articles  of  incorporation,  39. 
official  acknowledgment,  501. 

FLOUR, 

object  clause  in  articles  of  corporation  formed  to  deal  in,  238. 

FLUMES  AND  SLUICES, 

object  clause  in  articles  of  corporation  formed  to  build  and  operate, 
239. 

FOOD  PRODUCTS, 

object  clause  in  articles  of  corporation  formed  to  manufacture  and 
sell,  240. 

FOREIGN  CORPORATIONS, 

acceptance  of  appointment  by  agent  in  Maryland,  776. 

Massachusetts,  784. 

Ohio,  830. 

Porto  Rico,  851. 

Rhode  Island,  856. 

Virginia,  875. 
acceptance  of  foreign  corporation  law  by  agent  of  foreign  corpora- 
tion in  New  York,  820. 
affidavit  and  statement  of  local  agent,  792. 

Illinois,  758. 

Missouri,  798. 
affidavit  of  officers  for  privilege  of  doing  business  in  Missouri,  796. 

Montana,  802. 
affidavit  of  president  of  foreign  corporation  as  to  payment  of  stock, 

795. 
annual  license  tax  return  in  Vermont,  872. 
annual  report  under  Indiana  laws,  761. 

Kansas,  768. 

Massachusetts,  782. 

Michigan,  788,  789. 

Missouri,  799. 

Nebraska,  808. 

New  Jersey  laws,  814. 

New  York,  823. 

North  Carolina,  825. 

North  Dakota,  828. 


INDEX.  687 


[References  are  to  Numbers  of  Forms.] 

FOREIGN  CORPORATIONS— Continued. 
Ohio,  832. 
Oregon,  838. 
Porto  Rico,  853. 
South  Carolina,  859. 
Tennessee,  863. 
Virginia,  876. 
Wisconsin,  886. 
anti-trust  affidavits,  696. 
in  Missouri,  800. 
in  Texas,  865. 
application  to  do  business  in  Alabama,  739. 
Alaska,  741. 
Arkansas,  745. 
California,  746. 
Colorado,  748. 
Connecticut,  749. 
Delaware,  751. 
Florida,  753. 
Georgia,  754. 
Hawaii,  755. 
Idaho,  756. 
Illinois,  756.     • 
Indiana,  759,  760. 
Iowa,  762. 
Kansas,  763,  764. 
Louisiana,  770. 
Maine,  772. 
Maryland,  775. 
Massachusetts,  777. 
Michigan,  786. 
Minnesota,  790. 
Mississippi,  793. 
Missouri,  794. 
Montana,  801. 
Nebraska,  805. 
Nevada,  810. 
New  Jersey,  813. 
New  Mexico,  816. 
New  York,  818. 
North  Carolina,  824. 
North  Dakota,  826. 
Ohio,  829. 
Oklahoma,  834. 
Oregon,  836. 
Pennsylvania,  839. 
Philippine  Islands,  846. 
Porto  Rico,  848. 
Rhode  Island,  854. 
South  Carolina,  855. 


G88  INDEX. 

[References  are  to  Numbers  of  Forms.] 

FOREIGN  CORPORATIONS— Continued. 
South  Dakota,  860. 
Tennessee,  861. 
Texas,  864. 
Utah,  866. 
Vermont,  869. 
Virginia,  873. 
West  Virginia,  879. 
Wisconsin,  882. 
Washington,  877. 
Wisconsin,  882. 
Wyoming,  887. 
appointment  of  agent  in  Arizona,  742. 
Connecticut,  750. 
Kansas,  767. 
Maine,  773. 
Massachusetts,  778. 
Michigan,  787. 
North  Dakota,  827. 
Oklahoma,  835. 
Oregon,  837. 
Rhode  Island,  855. 
Virginia,  874. 
appointment  of  auditor  in  Massachusetts,  781. 
bonus  tax  report  of  foreign  corporation  in  Pennsylvania,  844. 
capital  stock  report  under  New  York  laws,  821. 

Pennsylvania,  843. 
certificate  of  auditor  in  Massachusetts,  783. 

of  increase  of  capital  stock  of  foreign  corporation  in  Wiscon- 
sin, 885. 
of  newly  elected  officers  in  Wisconsin,  884. 
of  retiring  from  business  in  Ohio,  833. 
certified  copies  of  articles  of  incorporation  of  foreign  corporations 

in  Vermont,  871. 
consent  to  be  sued  and  designation  of  agent  in  Alaska,  741. 
Montana,  803,  804. 
Porto  Rico,  852. 
South  Dakota,  861. 
declaration  and  statement  of  foreign  corporation  in  Ohio,  831. 
designation  of  place  of  business  and  agent,  740. 
designation  of  agent  and  registration  return  in  Vermont,  870. 
designation  of  attorney  in  West  Virginia,  881. 

designation  of  agent  and  place  of  business  of  foreign  corporation, 
878,  888. 

Alaska,  741. 
California,  747. 
Missouri,  797. 
Nebraska,  807. 
Nevada,  811. 
New  Mexico,  817. 


INDEX.  689 

[References  are  to  Numbers  of  Forms.] 

FOREIGN  CORPORATIONS— Continued. 

New  York,  819. 

Porto  Rico,  850. 

South  Carolina,  858. 

Utah,  868. 
financial  statement  of  corporation  seeking  to  do  business  in  Philip- 
pine Islands,  847. 

in  Porto  Rico,  849. 
license  not  required  in  New  Hampshire,  805. 
location  of  office  and  appointment  of  agent  in  Kentucky,  769. 

Minnesota,  791. 
notice  of  acceptance  by  agent  in  Massachusetts,  785. 
oath  of  auditor  under  Massachusetts  law,  780. 
preliminary  report  in  West  Virginia,  880. 
report  of  loans  of  foreign  corporation  in  Pennsylvania,  845. 
resolution  authorizing  officers  to  execute  consent  to  do  business  in 

Kansas,  765,  766. 
resolution  of  directors  appointing  agent  in  Massachusetts,  779. 

seeking  to  do  business  in  Louisiana,  771. 

designating  agent  in  Maine,  774. 

accepting  provisions  of  Nebraska  law,  806. 
resolution  of  foreign  corporation  accepting  Utah  constitutional  pro- 
visions, 867. 
resolution  of  stockholders  for  domestication  of  foreign  corporation 

in  Pennsylvania,  841. 
statement  and  answers  to  questions  in  New  York,  822. 
statement  filed  with  articles  of  incorporation  in  Wisconsin,  883. 
statement  for  domestication  of  foreign  corporation  in  Pennsylvania, 

840. 
stipulation  against  removal  of  causes,  759. 
undertaking  filed  with  attorney-general  in  Nebraska,  809. 

FORFEITURE, 

resolution  declaring  forfeiture  of  stock,  639. 

FORMULAS, 

for  manufacture  of  ammunition,  118. 

FOUNDER'S  SHARES, 

stock  certificate,  475,  670. 

FOUNDRY  AND  MACHINE  SHOPS, 

object  clause  in  articles  of  corporation  formed  to  operate,  241. 

FRAMING  AND  MIRRORS, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  242. 

FREIGHT  AGENTS, 

object  clause  in  articles  of  corporation  in  business  of,  243. 

44— Thomp.  Corp.  VII. 


690  INDEX. 

[References  are  to  Numbers  of  Forms.] 
FRUIT, 

object  clause  in  articles  of  corporation  dealing  in,  244. 

FRUIT  PLANTATION, 

object  clause  in  articles  of  corporation  formed  to  operate,  245. 

FURNACES  AND  STOVES, 

object  clause  in  articles  of  corporation  making  and  selling,  246. 

FURNISHINGS, 

object  clause  in  articles  of  corporation  dealing  in,  378. 

FURNITURE, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  247. 
schedule  of,  in  general  articles  of  incorporation,  24. 


G 
GALVANIZED  WORK, 

object  clause  in  articles  of  corporation  formed  to  manufacture,  224. 

GARAGE, 

object  clause  in  articles  of  corporation  operating,  248,  269. 

GARBAGE  MACHINERY, 

object  clause  in  articles  of  corporation  making  and  selling,  249. 

GAS, 

See  Acetylene  Gas. 
object  clause  in  articles  of  corporation  formed  to  drill  for,  213. 
object  clause  in  articles  of  coking  corporation,  138. 

GAS  FITTERS, 

object  clause  in  articles  of  corporation  engaged  in  business,  250. 

GAS  FIXTURES  AND  LAMPS, 

object  clause  in  articles  of  corporation  buying  and  selling,  251. 

GAS-MAKING  MACHINERY, 

object  clause  in  articles  of  corporation  making  and  selling,  252. 

GAS  RETORTS, 

object  clause  in  articles  of  corporation  making  and  selling,  253. 

GENERAL  CONTRACTOR, 

object  clause  in  articles  of  corporation  in  business,  254. 

GENERAL  STORE, 

object  clause  in  articles  of  corporation  formed  to  operate,  255. 


INDEX.  691 

[References  are  to  Numbers  of  Forms.] 
GEORGIA, 

application  for  charter,  40. 

application  of  foreign  corporation  to  do  business,  754. 

official  acknowledgment,  502. 

GINNERIES, 

object  clause  in  articles  of  corporation  formed  to  operate,  256. 

GLASS, 

object  clause  in  articles  of  corporation  making  and  selling,  257. 
prismatic  glass,  359. 

GLASS  SAND, 

object  clause  in  articles  of  corporation  mining  and  selling,  258. 

GLOBE  TELEGRAPH  COMPANY, 

underwriting  agreement  relating  to,  718. 

GLUE, 

object  clause  in  articles  of  corporation  making  and  selling,  259. 

GOLD  AND  SILVERWARE, 

object  clause  in  articles  of  corporation  buying  and  selling  260. 

GOOD  WILL, 

acquisition  by  corporation,  119. 

GOVERNOR, 

application  for  charter  to  governor  under  Pennsylvania  laws,  84. 

GRAIN  ELEVATORS, 

object  clause  in  articles  of  corporation  operating,  261. 

GRAPHITE, 

object  clause  in  articles  of  corporation  dealing  in,  262. 

GRAPHOPHONES, 

clause  in  articles  of  corporation  organized  to  deal  in,  348. 

GROSS  EARNINGS, 

lease  of  railroad  for  percentage  of,  707. 

GUARANTY, 

of  corporate  bonds,  706. 

H 
HAIR-DRESSING  SUPPLIES, 

object  clause  in  articles  of  corporation  dealing  in,  263. 

HARDWARE, 

object  clause  in  articles  of  corporation  dealing  in,  264,  265. 


692  INDEX. 

[References  are  to  Numbers  of  Forms.) 
HAWAII, 

application  of  foreign  corporation  to  do  business,  755. 
articles  of  incorporation.  41. 
official  acknowledgment,  502. 

HEATING  APPARATUS, 

object  clause  in  articles  of  corporation  making  and  dealing  in,  266, 
406. 

HIDES, 

object  clauses  in  articles  of  corporation  formed  to  cure  and  deal  in. 
107,  424. 

HIGHWAYS, 

object  clause  in  articles  of  paving  corporation,  126. 

HOLDING  STOCK  COMPANY. 

object  clause  in  articles  of  corporation  organized  for,  267. 

HORSES, 

object  clause  in  articles  of  corporation  engaged   in  breeding  busi 
ness,  147. 

HOSIERY, 

object  clause  in  articles  of  corporation  dealing  in,  268. 

HOTELS, 

object  clause  in  articles  of  corporation  operating,  269. 

HOUSE  FURNISHINGS, 

object  clause  in  articles  of  corporation  dealing  in,  270. 


I 
ICE  COMPANIES, 

certificate  of  incorporation  of,  70. 

object  clause  in  articles  of  corporation  dealing  in,  271. 

subscription  to  stock  of,  after  incorporation,  21. 

ICE  MACHINES, 

object  clause  in  articles  of  corporation  making  and  selling,  272. 

IDAHO, 

application  of  foreign  corporation  to  do  business,  756. 
articles  of  incorporation,  42. 
official  acknowledgment.  505. 

ILLINOIS, 

affidavit  of  local  agent  of  foreign  corporation,  758. 
anti-trust  affidavits,  695,  696. 


INDEX.  693 

[References  are  to  Numbers  of  Forms.] 

ILLINOIS — Continued. 

application  of  foreign  corporation  to  do  business,  757. 
articles  of  incorporation  of  stock  corporation,  43. 
articles  of  incorporation  of  non-stock  corporation,  44. 
official  acknowledgment,  506. 

INCORPORATION  COMPANY, 

object  clause  in  articles  of  corporation  doing  business  as,  273. 

INCREASE  OP  CAPITAL  STOCK, 

See  Stock. 
amendment  of  articles,  594,  595. 

INCUBATORS, 

object  clause  in  articles  of  corporation  dealing  in,  274,  355. 

INDEBTEDNESS, 

limitation  of  amount  of  in  general  articles,  24. 

INDEMNITY, 

bond  on  loss  of  certificate,  675. 

INDIANA, 

annual  report  of  foreign  corporation,  761. 

application  of  foreign  corporation  to  do  business,  759,  760. 

articles  of  incorporation,  45. 

of  Fisher  Automobile  Company,  47. 

of  manufacturing  and  mining  companies,  46. 
general  form  of  acknowledgment  of  articles  of  incorporation,  484. 
official  acknowledgment,  507. 
stipulation  by  foreign  corporation  against  removal  of  causes,  759. 

INKS, 

clause  in  articles  of  corporation  organized  to  deal  in,  409. 

INN  KEEPERS, 

object  clause  in  articles  of  corporation  engaged  in  business,  269. 

INSPECTION  OF  ELEVATORS, 

object  clause  in  articles  of  corporation  engaged  in  business,  275. 

INSPECTORS, 

by-laws  providing  for  appointment  of  election  inspectors,  591. 
certificate  of  election,  588. 
oath  of  election,  587. 
provision  for  appointment,  590. 

INSTALLMENT  CERTIFICATE, 
assignment,  678. 
common  stock,  668. 


694  INDEX. 

[References  are  to  Numbers  of  Forms.] 
INSURANCE, 

See  Uxdebwbitixg. 
articles  of  incorporation  under  Ohio  laws,  79. 
object  clause  in  articles  of  corporation  doing  business,  276. 

INSURANCE   AGENCY, 

object  clause  in  articles  of  corporation  maintaining,  277,  278. 

INTEREST  COUPONS, 

on  corporate  bonds,  704. 

INTOXICATING  LIQUORS, 

See  Bbaxdies. 

INVESTMENT  COMPANIES, 

object  clause  in  articles  of  corporation  doing  business,  279,  280. 

IOWA, 

application  of  foreign  corporation  to  do  business,  762. 
articles  of  incorporation,  48. 
official  acknowledgment,  508. 

IRON, 

object  clause  in  articles  of  corporation  dealing  in,  281,  282,  298 

IRRIGATION  COMPANIES, 

articles  of  incorporation  of,  66. 


J 

JEWELRY, 

object  clause  in  articles  of  corporation  making  and  selling,  283,  447. 

JUDGE, 

certificate  of  judge  as  to  incorporation  under  Virginia  laws,  98. 


K 
KANSAS, 

annual  report  of  foreign  corporation,  768. 
application  of  foreign  corporation  to  do  business,  763,  764. 
appointment  of  agent  by  foreign  corporation,  767. 
articles  of  incorporation,  49. 
official  acknowledgment,  509. 

resolution  authorizing  officers  of  foreign  corporation  to  execute  con- 
sent to  do  business,  765,  766. 

KAOLIN, 

object  clause  in  articles  of  corporation  mining  and  making,  284. 


INDEX.  695 

[References  are  to  Numbers  of  Forms.} 
KENTUCKY, 

articles  of  incorporation,  50. 

location  of  office  and  appointment  of  agent  of  foreign  corporation, 

769. 
official  acknowledgment,  510. 

KEYLESS  LOCKS, 

promoter's  agreement  for  organization  of  company  to  manufacture,  2. 

KNIT  GOODS, 

object  clause  in  articles  of  corporation  making  and  selling,  285. 


L 
LAMPS, 

object  clause  in  articles  of  corporation  dealing  in,  251,  286. 

LAND  DEVELOPMENT  COMPANY, 

object  clause  in  articles  of  corporation,  287. 

LANDLORD  AND  TENANT, 

See  Leases. 
LAUNDRIES, 

object  clause  in  articles  of  laundry  company,  289. 

LEAD  COMPANIES, 

object  clause  in  articles  of  incorporation,  290. 

LEASES, 

branch  railroad  in  perpetuity  for  fixed  rent,  710. 
railroad  in  perpetuity  for  fixed  annual  rent,  708. 

percentage  of  gross  earnings,  707. 
railroad  on  net  earnings,  709. 

LEGISLATURE, 

application  to  legislature  for  charter  under  Vermont  laws,  96a. 

LEATHER, 

object  clause  in  articles  of  corporation  dealing  in,  291. 

LETTERS  PATENT, 

See  Patents. 
LICENSES, 

annual  tax  return  of  foreign  corporation  in  Vermont,  872. 

LIEN, 

provision  for  lien  in  general  form  of  articles,  24. 

LIGHTERAGE, 

object  clause  in  articles  of  corporation  engaged  in  business,  450. 


696  INDEX. 

[References  are  to  Numbers  of  Forms.] 

LIGHTING  AND  HEATING, 

object  clause  in  articles  of  corporation  dealing  in,  292. 

LIMITATION, 

on  amount  of  indebtedness  in  general  articles,  24. 
on  amount  of  stock  subscribed  for,  24. 

LIMITATION  OF  INDEBTEDNESS, 

in  articles  of  incorporation,  see  articles  of  particular  state. 

LIQUORS, 

object  clause  in  articles  of  corporation  dealing  in,  293. 

LIQUOR  HABIT, 

clause  in  articles  of  corporation  organized  to  cure,  385. 

LITHOGRAPHING, 

object  clause  in  articles  of  corporation  in  business  of,  294,  330. 

LIVERY  STABLES, 

object  clause  in  articles  of  corporation  operating,  269. 

LIVE  STOCK, 

object  clause  in  articles  of  corporation  formed  to  deal  in,  233. 

LOCAL  EXPRESS, 

object  clause  in  articles  of  corporation  engaged  in  business,  295. 

LOCKS, 

promoter's  agreement  for  formation  of  company  to  manufacture,  2. 

LOST  CERTIFICATES, 
affidavit  of,  674. 
bond  of  indemnity,  675. 
by-law  provision  for  issuance  of  duplicates,  590. 

LOUISIANA, 

application  of  foreign  corporation  to  do  business,  770. 

articles  of  incorporation,  51. 

resolution  of  board  of  directors  of  foreign  corporation  seeking  to  do 

business,  771. 
official  acknowledgment,  511. 

LUMBER, 

object  clause  in  articles  of  corporation  dealing  in,  282,  296,  297,  298. 
object  clause  in  articles  of  boom  company,  142. 


INDEX.  697 

[References  are  to  Numbers  of  Forms.] 

M 
MACHINERY, 

object  clause  in  articles  of  corporation  dealing  in,  299,  300,  301. 

corporation  dealing  in  boot  and  shoe  machinery,  144. 
schedule  in  general  articles,  24. 

MACHINE  SHOPS, 

object  clause  in  articles  of  corporation  formed  to  operate,  241. 

MAGAZINES, 

clause  in  articles  of  corporation  organized  to  publish,  329,  365. 
clause  in  articles  of  corporation  to  publish  poultry  magazines,  355. 

MAILING  ORDERS, 

request  for,  on  declarations  of  dividends,  663. 

MAINE, 

application  of  foreign  corporation  to  do  business,  772. 
appointment  of  agent  of  foreign  corporation,  773. 
articles  of  Knox  Drug  Company,  54. 
official  acknowledgment,  511. 

resolution  of  directors  of  foreign  corporation  designating  agent  in 
Maine,  774. 

MALT, 

object  clause  in  articles  of  corporation  dealing  in,  302. 

MANGANESE, 

object  clause  in  articles  of  corporation  mining  and  dealing  in,  282, 
303. 

MANUFACTURER, 

object  clause  in  articles  of  corporation  engaged  in  business,  304. 

MANUFACTURING  COMPANIES, 

articles  of  incorporation  of,  under  Indiana  laws,  46. 
articles  of,  under  Michigan  laws,  58. 

object  clause  in  articles  of  corporation  formed  to  manufacture,  re- 
pair and  deal  in  machinery,  225. 

MARINE  TRANSPORTATION, 

object  clause  in  articles  of  operating  corporation,  450. 

MARKS, 

object  clause  in  articles  of  corporation  maintaining,  305. 

MARYLAND, 

agent's  acceptance  of  appointment  by  foreign  corporation,  776. 
application  of  foreign  corporation  to  do  business,  775. 


698  INDEX. 

[References  are  to  Numbers  of  Forms.] 

MARYLAND— Continued. 

articles  of  incorporation,  55. 
official  acknowledgment,  513. 

MASSACHUSETTS, 

acceptance  of  appointment  by  agent  of  foreign  corporation,  784. 

annual  statement  of  foreign  corporation,  782. 

application  of  foreign  corporation  to  do  business  in,  777. 

appointment  of  agent  of  foreign  corporation,  778. 

appointment  of  auditor  for  foreign  corporations,  780. 

articles  of  incorporation,  56. 

articles  of  organization,  57. 

certificate  of  auditor  of  foreign  corporations,  783. 

notice  of  acceptance  by  agent  of  foreign  corporation,  785. 

notice  of  first  meeting,  549. 

oath  of  auditor  of  foreign  corporations,  781. 

official  acknowledgment,  514. 

resolution  appointing  agent  of  foreign  corporation,  779. 

MATCHES, 

object  clause  in  articles  of  corporation  making  and  dealing  in,  306. 

MEATS, 

object  clause  in  articles  of  corporation  dealing  in,  307. 
articles  of  abattoir  company,  107. 
articles  of  packing  corporation,  339. 

MEDICAL  INSTITUTE, 

object  clause  in  articles  of  corporation  operating,  ?08. 

MEETINGS, 

amendment  of  by-laws  at  directors'  meeting,  590. 
by-laws  authorizing  special,  590. 

fixing  annual,  590,  591. 

fixing  order  of  business,  590. 

fixing  place  of  meeting   590. 

fixing  quorum,  590,  591. 

fixing  time  of  annual  meeting,  590. 

fixing  time  of  special  meetings,  591. 

prescribing  vote  necessary  to  adopt  proposition,  591. 

providing  for  waiver  of  notice,  591. 

providing  for  inspectors  of  election,  590. 

regulating  directors'  meetings,  591. 

regulating  elections,  590. 

regulating  notice  of  time,  place  and  object,  590,  591. 

relating  to  directors'  meetings,  590. 

relating  to  special  meetings,  590,  591. 

requiring  secretary  to  keep  minutes,  591. 
call  of  directors'  meeting  by  president,  626,  627. 

by  members  of  board,  628. 


INDEX.  699 

[References  are  to  Numbers  of  Forms.] 

MEETINGS— Continued. 

call  of  first  meeting  of  directors  and  waiver  of  notice,  624,  625. 
call  of  special  meeting  by  directors,  568,  569. 

by  resolution,  567. 
cumulative  voting,  578. 
certificates  of  election  inspectors,  588. 

certificate  of  increase  at  regular  or  special  meeting,  617,  618. 
form  of  ballot,  576. 
form  of  proxy,  579-581. 
general  notice  of  annual  meeting,  555. 
minutes  of  directors'  meeting,  631. 
minutes  of  first  meeting,  553. 

minutes  of  stockholders'  meeting  to  authorize  consolidation,  733. 
notice  of  annual  meeting  by  publication,  556,  557. 

of  directors'  meetings,  629,  630. 

of  election  of  directors,  571. 

of  first  meeting,  548,  549. 

of  meeting  to  change  number  of  directors,  572,  573. 

of  special  meetings,  591. 

of  special  business  at  regular  meeting,  559. 

to  stockholder  of  annual  meeting,  554. 

to  stockholders  of  special  meeting,  570. 
oath  of  election  inspector,  587. 
order  of  business,  590,  591. 

president's  endorsement  on  stockholder's  request  for  meeting,  563. 
proof  of  service  of  notice,  550. 

of  special  meeting,  574. 
provisions,  articles  and  by-laws  for  meetings,  see  form  in  partic- 
ular state, 
proxy  for  first  meeting,  552. 

request  for  secretary  to  give  notice  of  special  business,  558. 
resolution  appointing  time  for  regular  meetings,  630. 
resolution  authorizing  increase  of  stock,  612. 
revocation  of  proxies,  582. 
right  of  preference  shares  to  vote,  474. 
right  of  stockholders  to  vote  at,  591. 
secret  ballot,  577. 
special  meetings,  call  by  president,  564-566. 

call  of  stockholders,  560,  561. 
stockholders'  meetings  in  general  articles  of  incorporation,  24. 
stockholders'  meeting  to  consent  to  mortgage,  716. 
stockholders'  request  for  special,  562. 
votes  of  owner  of  preferred  shares,  467. 
voting  trust  agreements,  583,  584,  585. 
voting  trust  certificate,  583,  586. 
waiver  of  notice  of,  551. 

special  meeting,  575. 

MERCANTILE  AGENCY, 

object  clause  in  articles  of  corporation  operating,  309. 


700  INDEX. 

[References  are  to  Numbers  of  Forms.] 

MERCANTILE  CORPORATIONS, 

articles  of  under  Michigan  laws,  58. 

MERCHANDISE, 

schedule  of,  in  general  articles,  24. 

MERCHANDISE  BROKERAGE, 

object  clause  of  corporation  in  business,  310. 

MERGER, 

See  Consolidation. 

MESSENGER  SERVICE, 

object  clause  in  articles  of  corporation  operating,  311. 

METALLURGISTS, 

object  clause  in  articles  of  corporation  in  business  as,  225. 

METAL  POLISH, 

object  clause  in  articles  of  corporation  making  and  selling,  313. 

METALS, 

object  clause  in  articles  of  corporation  manufacturing  and  selling, 
312. 

METAL  WORKERS, 

object  clause  in  articles  of  corporation  engaged  in  business  as,  225. 

MEXICAN  INVESTMENTS, 

object  clause  in  articles  of  corporation  engaged  in  business,  314. 

MEXICO, 

articles  of  incorporation,  106. 

MICA, 

object  clause  in  articles  of  corporation  mining  and  selling,  315. 

MICHIGAN, 

annual  report  of  foreign  corporation,  788,  789. 
application  of  foreign  corporation  to  do  business,  786. 
appointment  of  agent  of  foreign  corporation,  787. 
articles  of  incorporation,  58. 

corporation  not  for  profit,  59. 

of  ecclesiastical  bodies,  60. 
official  acknowledgment,  515. 

MILK  AND  DAIRY  PRODUCTS, 

object  clause  in  articles  of  corporation  dealing  in,  316. 


INDEX.  ?01 

[References  are  to  Numbers  of  Forms.] 

MILLINERS, 

object  clause  in  articles  of  corporation  in  business,  212. 

MINERAL  OIL,  . 

object  clause  in  articles  of  corporation  dealing  in,  317. 

MINERAL  WATERS, 

clause  in  articles  of  corporation  dealing  in,  343,  4^3. 

MINING  COMPANY. 

annual  report  of  foreign  mining  company,  789. 
articles  of  incorporation  of,  under  Indiana  laws,  46. 

MINES 

articles  of  incorporation  of  Yukon  mining  and  milling  company,  91. 
object  clause  in  articles  of  mining  corporation,  226,  282,  318-323,  401. 

of  lead  company,  290. 

of  corporation  making  explosives,  228. 

MINING  LODES, 

clause  in  articles  of  mining  corporation  authorizing  acquisition,  323. 

MINNESOTA, 

affidavit  and  statement  of  local  agent  of  foreign  corporation,  792. 

application  of  foreign  corporation  to  do  business,  790. 

articles  of  incorporation,  61. 

location  of  office  and  appointment  of  agent,  791. 

official  acknowledgment,  516. 

MINUTES, 

of  directors'  meetings,  631. 

of  first  meeting  of  incorporators,  553. 

of  stockholders'  meeting  authorizing  consolidation,  733. 

MIRRORS,  ,  _      „   „,„ 

object  clause  in  articles  of  corporation  formed  to  make  and  sell,  24.. 

MISSISSIPPI, 

application  of  foreign  corporation  to  do  business,  793. 
articles  of  incorporation,  62. 
official  acknowledgment,  517. 

MISSOURI, 

affidavit  of  local  agent  of  foreign  corporation,  798. 

of  officers  of  foreign  corporation  for  privilege  of  doing  busi- 
ness in  Missouri,  796. 
of  president  of  foreign  corporation  as  to  payment  of  stock, 

795. 
annual  report  of  foreign  corporation,  799. 
anti -trust  affidavit,  491. 

of  foreign  corporation,  800. 


703  INDEX. 

[References  are  to  Numbers  of  Forms.] 

MISSOURI— Continued. 

application  of  foreign  corporation  to  do  business,  794. 

articles  of  incorporation,  63. 

designation  of  place  of  business  and  agent  of  foreign  corporation, 

797. 
general  form  of  official  acknowledgment,  485. 
official  acknowledgment,  518. 

MONOPOLIES, 

antitrust  affidavits,  491,  694. 

in  Texas,  865. 
anti-trust  affidavits  of  foreign  corporation  in  Missouri,  800. 

MONTANA, 

acceptance  of  appointment  by  agent  of  foreign  corporation  in  Mon- 
tana, 804. 

affidavit  of  president  and  secretary  of  foreign  corporation  applying 
to  do  business,  802. 

application  of  foreign  corporation  to  do  business,  801. 

articles  of  incorporation,  64. 

consent  of  foreign  corporation  to  be  sued  and  designation  of  agent, 
803. 

official  acknowledgment,  519. 

MORPHINE  HABIT, 

clause  in  articles  of  corporation  organized  to  cure,  385. 

MORTGAGE, 

certificate  of  consent,  717. 

minutes  of  meeting  consenting  to  mortgage,  716. 

object  clause  in  articles  of  corporation  dealing  in,  234,   234a,  279, 

324,  389. 
resolution  authorizing  bonds  secured  by,  609. 
stockholder's  consent  to,  713-717. 
to  secure  bonds,  711,  712. 

MOTOR  BOATS, 

clause  in  articles  of  corporation  authorizing  construction,  325. 

MOTOR  CARS, 

object  clause  in  articles  of  corporation  making  and  selling,  324-326. 

MUSIC  BOXES, 

clause  in  articles  of  corporation  formed  to  make  and  sell,  327. 

MUSIC  HALL, 

object  clause  in  articles  of  operating  corporation,  428. 

MUSICAL  INSTRUMENTS, 

object  clause  in  articles  of  corporation  dealing  in,  327. 


INDEX.  703 

[References  are  to  Numbers  of  Forms.'] 

N 

NAMES, 

See  Corporate  Names. 
amendment  of  articles  changing  corporate  name,  593. 
in  articles  of  incorporation,  52,  53,  54. 

names  and  addresses  of  subscribers,  see  form  of  articles  in  particu- 
lar state, 
statement  of  names  of  directors  and  officers,  738. 

NATIONAL  BISCUIT  COMPANY, 

object  clause  in  articles  of  incorporation,  137. 

NATURAL  GAS, 

See  Gas. 
object  clause  in  articles  of  corporation  dealing  in,  328. 

NEBRASKA, 

annual  statement  of  foreign  corporation,  808. 

application  of  foreign  corporation  to  do  business  and  for  occupation 
permit,  805. 

articles  of  incorporation,  65. 

designation  of  office  and  appointment  of  agent  of  foreign  corpora- 
tion, 807. 

official  acknowledgment,  520. 

resolution  of  directors  of  foreign  corporation  accepting  provisions 
of  law,  806. 

undertaking  of  foreign  corporation  filed  with  attorney-general,  809. 

NET  EARNINGS, 

lease  of  railroad  based  on,  709. 

NEVADA, 

application  of  foreign  corporation  to  do  business,  810. 
articles  of  incorporation,  66. 
notice  of  incorporation,  67. 
official  acknowledgment,  521. 

NEW  HAMPSHIRE, 

application  not  required  from  foreign  corporation,  812. 
articles  of  incorporation,  68. 
official  acknowledgment,  522. 

NEW  JERSEY, 

annual  report  of  foreign  corporation,  814,  815. 
application  of  foreign  corporation  to  do  business,  813. 
articles  of  incorporation  of  United  States  Steel  Corporation,  72. 
certificate  of  incorporation,  70. 

of  transportation  company,  71. 
form  of  subscription  to  stock  before  incorporation  under  laws  of,  7. 


704  INDEX. 

[References  arc  to  Numbers  of  Forms.] 

NEW  JERSEY— Continued. 

general  form  of  acknowledgment  to  certificate,  486. 

official  acknowledgment,  504,  523,  524,   525. 

proof  of  execution  of  instruments,  524,  525. 

report  of  foreign  corporation  to  board  of  assessors,  815. 

NEW  MEXICO, 

application  of  foreign  corporation  to  do  business,  816. 
designation  of  office  and  agent  of  foreign  corporation,  817. 
official  acknowledgment,  526. 

NEWSPAPERS, 

object  clause  in  articles  of  corporation  publishing,  329,  330. 

NEW  YORK, 

acceptance  of  agent  of  foreign  corporation,  820. 

annual  report  of  foreign  corporation,  823. 

application  of  foreign  corporation  to  do  business,  818. 

articles  of  incorporation,  74,  75. 

capital  stock  report  of  foreign  corporation,  821. 

certificate  of  incorporation  of  scale  company,  75. 

official  acknowledgment,  527,  528. 

proof  of  execution  of  instruments,  528. 

statement  and  answers  to  questions  by  foreign  corporation,  822. 

NICKEL, 

object  clause  in  articles  of  corporation  dealing  in,  331. 

NON-STOCK  CORPORATION, 

articles  of,  under  Illinois  laws,  44. 

NORTH  CAROLINA, 

annual  statement  of  foreign  corporation,  825. 
application  of  foreign  corporation  to  do  business,  824. 
articles  of  incorporation,  76. 
proof  of  execution  of  corporate  instruments,  529,  530. 

NORTH  DAKOTA, 

annual  report  of  foreign  corporation,  828. 

application  of  foreign  corporation  to  do  business,  826. 

appointment  of  agent  of  foreign  corporation,  827. 

articles  of  incorporation,  77. 

official  acknowledgment,  531. 

proof  of  execution  of  instruments,  531. 

NOTICE, 

acceptance  of  appointment  by  agent  of  foreign  corporation  in  Mas- 
sachusetts, 785. 
annual  meeting  by  publication,  556,  557. 
application  for  charter  under  Pennsylvania  laws,  82. 


INDEX. 


705 


[References  are  to  Numbers  of  Forms.] 


NOTICE — Continued. 

application  to  change  corporate  name,  727. 
assessment,  657,  658. 

by-laws  prescribing  notice  of  time,  place  and  object  of  annual  meet- 
ings, 591. 
by-laws  providing  for  waiver  of  notice  of  meetings,  591. 
calls,  652,  653. 
dividends,  659-663. 
dividends  with  check,  662. 
election  as  directors,  622,  623. 
election  of  directors  at  special  meeting,  571. 
first  meeting,  548,  549. 
general  notice  of  annual  meeting,  555. 
meeting  to  change  number  of  directors,  572,  573. 
proof  of  service  of,  574. 

first  meeting,  550. 
request  for  acceptance  of  election  by  director,  623. 
request  for  secretary  to  give  notice  for  special  business  at  meeting, 

558. 
sale  of  delinquent  stock,  655,  656. 
special  business  at  regular  meeting,  559. 
to  stockholder  of  annual  meeting,  554. 

of  proposal  to  change  number  and  denomination  of  shares,  615. 

of  special  meeting,  570. 
waiver  of  notice  of  calls,  654. 
waiver  of  notice  of  first  meeting,  551. 

of  special  meeting,  575. 

NOTICE  OF  INCORPORATION, 

Nevada,  67. 

NOTICE  OF  PUBLICATION, 

of  articles  of  incorporation  under  Florida  laws,  39. 

NURSERY, 

object  clause  in  articles  of  corporation  operating,  297,  332. 


O 

OATH, 

See  Acknowledgment;  Affidavit. 
of  auditor  of  foreign  corporation  in  Massachusetts,  780. 
election  inspectors,  587. 
secretary's  oath  of  office,  687. 

OBJECT  CLAUSES, 

See  Special  Object  Clauses. 
general  statement  in  articles  of  incorporation,  24. 

45— Thomp.  Cobp.  VII. 


706  INDEX. 

[References  arc  to  Numbers  of  Forms.] 

OCCUPATION  PERMIT, 

application  by  foreign  corporation  in  Nebraska,  805. 

OFFICE  OF  CORPORATION, 

See  Place  of  Business. 
by-law  fixing  location,  589. 
certificate  of  change,  621. 
consent  of  stockholders  to  change  of,  607. 
designation  of  local  office  by  foreign  corporation,  819,  888. 
Nebraska,  807. 
Nevada,  811. 
New  Mexico,  817. 
location  of  office  of  foreign  corporation  in  domestic  state,  769. 

Minnesota,  791. 
provision  for  location  of,  in  general  articles,  24. 

provision  for  location   in   articles  of   incorporation,   see   particular 
state. 

OFFICERS, 

See  Acknowledgments;   Agents;   Certificates;    Directors  and  Titles  of 
Particular  Officers. 
affidavits  by,  693. 
by-laws  designating,  589. 

fixing  duties,  590. 

number  and  term  of,  590,  591. 

fixing  powers  of,  590. 
by-laws  of  steel  corporation  relating  to,  592. 
by-laws  providing  for  fixing,  590. 

certificate  of  newly  elected  officers  of  foreign  corporation  in  Wis- 
consin, 884. 
names  and  addresses  in  articles  of  incorporation,  see  form  of  par- 
ticular state, 
official  acknowledgments  in  different  states,  see  particular  states, 
peremptory  resignation  of  directors,  691. 

provisions  for  and  election  of,  in  general  form  of  articles,  24. 
provision  for  bonding,  589. 
resignation  of  director,  689-691. 

effective  on  future  date,  690. 
resignation  of  president,  692. 
resolution  of  removal  of,  645. 
secretary's  oath  of  office,  687. 
statement  showing  names  and  residences  of,  738. 
treasurer's  bond,  688. 

OFFICIAL  ACKNOWLEDGMENT, 

See  Acknowledgments  and  Title  of  Particular  State. 

OHIO, 

acceptance  of  appointment  by  agent  of  foreign  corporation,  830. 
annual  report  of  foreign  corporation,  832. 


INDEX.  707 

[References  are  to  Numbers  of  Forms.'] 

OHIO — Continued. 

articles  of  incorporation,  78,  79. 
articles  of  incorporation  of  insurance  company,  79. 
application  of  foreign  corporation  to  do  business,  829. 
certificate  of  foreign  corporation  retiring  from  business,  833. 
declaration  and  statement  of  foreign  corporation,  831. 
official  acknowledgment,  532. 

OIL, 

See  Mineral  Oil. 
object  clause  in  articles  of  corporation  formed  to  prospect,  drill  for 

and  produce,  213. 
object  clause  in  articles  of  corporation  mining  and  dealing  in,  333- 
335. 

OKLAHOMA, 

application  of  foreign  corporation  to  do  business,  834. 
appointment  of  agent  of  foreign  corporation,  835. 
articles  of  incorporation,  80. 
official  acknowledgment,  533. 

OMNIBUSES, 

object  clause  in  articles  of  corporation  operating,  337. 

OPERA  GLASSES, 

object  clause  in  articles  of  corporation  dealing  in,  336. 

OPERA  HOUSE, 

object  clause  in  articles  of  corporation  operating,  338. 

OPTICAL  GOODS, 

object  clause  in  articles  of  corporation  dealing  in,  336. 

OPTION, 

to  retire  preference  shares,  473. 

OPTION  AGREEMENTS, 

relating  to  sale  of  business  and  property,  723. 

sale  of  capital  stock,  724. 

sale  of  corporate  plant  and  property,  725. 

ORDER, 

of  court  changing  corporate  name,  728. 

ORDER  OF  BUSINESS, 
at  meetings,  590. 
by-laws  prescribing,  590,  591. 

OREGON, 

annual  report  and  statement  of  foreign  corporation,  838. 
application  of  foreign  corporation  to  do  business,  836. 


708  INDEX. 

[References  are  to  Numbers  of  Forms.] 

OREGON — Continued. 

appointment  of  agent  of  foreign  corporation,  837. 
articles  of  incorporation,  81. 
official  acknowledgment,  534. 

ORGANIZATION, 

articles  of,  under  Massachusetts  laws,  57. 


P 
PACKING, 

object  clause  in  articles  of  corporation  engaged  in  business,  339. 

PAINT, 

object  clause  in  articles  of  corporation  dealing  in,  340. 

PAINTINGS, 

object  clause  in  articles  of  corporation  dealing  in,  124. 

PALLADIUM, 

object  clause  in  articles  of  corporation  organized  to  make,  331. 

PAPER, 

object  clause  in  articles  of  corporation  dealing  in,  341. 

PARTNERSHIP, 

agreement  to  transfer  property  to  succeeding  corporation,  4. 
promoter's  agreement  to  form  corporation  out  of,  4,  5. 

PASSENGER  AND  BAGGAGE  TRANSFER, 

object  clause  in  articles  of  corporation  operating,  342. 

PATENTS, 

corporations  formed  to  hold  and  own  inventions  pertaining  to  air- 
power  motors,  115. 

object  clause  in  articles  of  corporation  formed  to  deal  in,  234a,  344. 
of  corporation  formed  to  purchase  and  work,  366. 

ownership  and  disposition  of  patents  for  manufacture  of  ammuni- 
tion, 118. 

promoter's  agreement  to  form  company  to  manufacture  patented  ar- 
ticles, 2. 

provision  for  assignment  of  patents  in  promoter's  agreement,  2. 

schedule  of  in  general  articles,  24. 

PATENT  MEDICINES, 

See  Medicines,  343. 
object  clause  in  articles  of  corporation  dealing  in,  343. 

PATTERN  MAKERS, 

object  clause  in  articles  of  corporation  engaged  in  business,  345. 


INDEX.  709 

[References  are  to  Numbers  of  Forms.] 
PAVING, 

object  clause  in  articles  of  corporation  engaged  in  business,  346. 

PENNSYLVANIA, 

application  of  foreign  corporation  to  do  business,  839. 

bonus  tax  report  of  foreign  corporation,  844. 

capital  stock  report  of  foreign  corporation,  843. 

notice  of  application  for  charter,  82. 

official  acknowledgment,  535. 

proof  of  execution  of  contracts,  686. 

proof  of  execution  of  instruments  outside  state,  535. 

report  of  loans  of  foreign  corporation,  845. 

resolution  of  stockholders  for  domestication  in  Pennsylvania,  841. 

statement  for  domestication  of  foreign  corporation,  840. 

PEREMPTORY  RESIGNATION, 

See  Resignation. 
PERFUMERY, 

clause  in  articles  of  corporation  organized  to  deal  in,  402. 

PERMIT, 

See  Occupation  Permit. 

PERSONAL  INJURIES, 

resolution  authorizing  settlement  of  claim  for,  643. 

PETITION, 

for  change  of  corporate  name,  726. 

for  incorporation  in  British  provinces,  104. 

for  voluntary  dissolution,  738a. 

schedule  filed  with  petition  for  voluntary  dissolution,  738o. 

to  secretary  of  state  of  South  Carolina  for  charter,  88. 

PETROLEUM, 

See  Oil. 

PHARMACEUTICAL  CHEMISTS, 

object  clause  in  articles  of  corporation  engaged  in  business,  346. 

PHILIPPINE  ISLANDS, 

application  of  foreign  corporation  to  do  business,  846. 

articles  of  incorporation,  85. 

financial  statement  of  foreign  corporation,  847. 

PHOTOGRAPHS, 

clause  in  articles  of  corporation  organized  to  carry  on  photographic 
business,  349. 

PHONOGRAPHS, 

object  clause  in  articles  of  corporation  dealing  in,  348. 


710  INDEX. 

[References  are  to  Numbers  of  Forms.] 
PHYSICIANS, 

clause  in  articles  of  corporation  organized  to  make  surgical  instru- 
ments, 422. 

PIANOS, 

object  clause  in  articles  of  corporation  dealing  in,  350. 

PICKLES, 

object  clause  in  articles  of  corporation  dealing  in,  387. 

PICNIC  GROUNDS, 

object  clause  in  articles  of  corporation  formed  to  maintain,  120. 

PIPE  FOUNDRY, 

object  clause  in  articles  of  pipe  company,  351. 

PLACE  OF  BUSINESS, 

See  Office;   Foreign  Corporations. 
amendment  of  articles  changing,  605. 
designation  by  foreign  corporation  in  domestic  state,  740. 

Minnesota,  791. 

Missouri,  797. 

Nebraska,  807. 

Nevada,  811. 

New  Mexico,   817. 

Utah,  868. 

South  Carolina,  858. 

Washington,  878. 
provision  for  location  of,  in  general  articles,  24. 
provision   for  location   in   articles  of   incorporation,   see   particular 
state. 

PLANTATIONS, 

corporation  formed  to  own  and  operate  banana  plantation,  133. 
object  clause  in  articles  of  corporation  operating  sugar  plantation, 
420. 

PLANTS, 

option  agreement  for  sale  of  corporate  plant,  725. 

PLATINUM, 

clause  in  articles  of  corporation  organized  to  manufacture,  331. 

PLEADING, 

See  Petition. 

PLUMBERS'  SUPPLIES, 

object  clause  in  articles  of  corporation  dealing  in,  353. 

PLUMBING, 

object  clause  in  articles  of  corporation  engaged  in  business,  352. 


INDEX.  711 

[References  are  to  Numbers  of  Forms.] 
PORTO  RICO, 

acceptance  of  agent  of  foreign  corporation  in  Porto  Rico,  851. 

annual  report  of  foreign  corporation,  853. 

application  of  foreign  corporation  to  do  business,  848. 

articles  of  incorporation,  86. 

consent  of  foreign  corporation  to  be  sued  in  Porto  Rico,  852. 

designation  of  agent  of  foreign  corporation,  850. 

financial  statement  of  foreign  corporation,  849. 

POTTERY, 

object  clause  in  articles  of  corporation,  150. 

POULTRY  AND  EGGS, 

object  clause  in  articles  of  corporation  dealing  in,  354,  355. 

POWDER  AND  DYNAMITE, 

object  clause  in  articles  of  corporation  making  and  selling,  356. 

POWER, 

object  clause  in  articles  of  corporation  dealing  in,  357. 

POWER  OF  ATTORNEY, 

appointment  of  agent  of  foreign  corporation,  837. 

PRECIOUS    STONES, 

object  clause  in  articles  of  corporation  dealing  in,  446. 

PREFERRED  STOCK, 

See  Founders'  Shabes. 
certificate  with  stub,  673. 
convertible  preferred  shares,  461. 

cumulative  dividends  and  limited  to  par  value  on  distribution,  465. 
cumulative  dividends  and  stock  preference,  464. 

preference  on  dissolution,  460. 

preference  limited  on  distribution,  466. 
cumulative  dividends  limited  and  stock  classified  on  increase  with 

consent,  463. 
cumulative  dividends  without  participation  in  management,  461. 
dates  for  payment  of  dividends,  592. 
declaring  dividends  on,  649,  650. 
first  and  second  preferred  shares— cumulative  dividends  and  voting 

467. 
non-cumulative  dividends,  469. 

non-cumulative  dividends  and  par  value  on  distribution,  468. 
non-cumulative  dividends,  payable  quarterly,  470,  471. 
option  to  retire,  473. 

provision  in  general  articles  as  to  amount  of,  24. 
retirement,  472. 
right  of  to  vote,  474. 

subscription  agreement  for,  with  bonus,  15. 
voting  privilege  in,  467. 


712  INDEX. 

[References  are  to  Numbers  of  Forms.'] 

PRELIMINARY  REPORT, 

of  foreign  corporation  in  West  Virginia,  880. 

PRESIDENT, 

affidavit  of  president  of  foreign  corporation  for  privilege  to  do  busi- 
ness in  Missouri,  796. 

Montana,  802. 
by-laws  fixing  powers  of,  590. 
by-laws  providing  for  election  of,  590. 
by-laws  relating  to  powers  of,  591. 
call  for  special  meeting,  564-566. 

for  directors'  meeting,  626,  627. 
corporate  note  executed  by,  684. 
creation  of  office  by  by-law,  589. 
presides  at  all  meetings,  590. 
resignation  of,  692. 
resolution  authorizing  president  to  borrow  money,  632-634. 

PRINCIPAL  AND  AGENT, 

See  Agents. 

PRINTING,  PUBLISHING  AND  STATIONERY, 

object  clause  in  articles  of  corporation  engaged  in  business,  227,  358. 

PRISMATIC  GLASS, 

object  clause  in  articles  of  corporation  making  and  selling,  359. 

PROCESS, 

agents  of  foreign  corporation  for  service  of  process,  see  Agents. 

PROMISSORY  NOTES, 

See  Bills  and  Notes. 

PROMOTERS, 

compensation  of,  5. 

form  of  withdrawal  of  subscriptions  to,  17. 
object  clause  in  articles  of  promoting  corporation,  360. 
payment  for  services  in  organizing  corporation  to  succeed  partner- 
ship, 4. 
provision  for  payment  for  services  in  promoter's  agreement,  3. 
underwriting  agreements,  718. 

PROMOTER'S  AGREEMENTS, 

organization  of  automobile  company,  1. 

organization  of  fish  company,  3. 

organization  of  Keyless  Lock  Company,  2. 

with  partners  for  organization  of  corporation,  4,  5. 

PROMOTION, 

object  clause  in  articles  of  corporation  engaged  in  business,   234a. 
360. 


INDEX.  713 

[References  are  to  Numbers  of  Forms.] 
PROPERTY, 

See  Real  Estate. 
form  for  payment  of  subscription  in  property,  14. 
option  agreements  for  sale  of,  723,  725. 
payment  of  subscription  in,  after  incorporation,  20,  21. 
ratification  of  sale  of,  642. 
resolutions  authorizing  purchase  of,  641. 
schedule  of  property  in  general  articles,  24. 

PROOF, 

of  execution  of  instruments,  523,  524,  528,  529,  530,  531,  535. 

of  publication  of  notice  of  application  under  Pennsylvania  laws,  83. 

PROVISIONS, 

object  clause  in  articles  of  corporation  dealing  in,  361,  362. 

PROXIES, 

at  meetings,  579-581. 

by-laws  authorizing  use  of,  at  elections,  590. 

for  first  meeting,  552. 

of  corporation,  581. 

revocation  of,  582. 

PUBLICATION, 

notice  of  annual  meeting,  556,  557. 

notice  to  shareholders  of  proposal  to  change  number  and  denomina- 
tion of  shares,  615. 
proof  of  publication  of  application  under  Pennsylvania  laws,  83. 

PUBLIC  BUILDINGS, 

clause  in  articles  of  corporation  organized  to  construct,  363. 

PUBLICITY  SERVICE, 

object  clause  in  articles  of  corporation  engaged  in  business,  364. 

PUBLIC  WORKS, 

object  clause  in  articles  of  corporation  developing  and  building,  363. 

PUBLISHERS, 

object  clause  in  articles  of  corporation  engaged  in  business,  110,  329, 
330,  358,  365. 

Q 
QUARRY, 

object  clause  in  articles  of  corporation  engaged  in  business  of,  126. 
226,  367. 

QUORUM, 

by-laws  fixing,  590,  591. 


714  INDEX. 

[References  are  to  Numbers  of  Forms.] 

R 
RAILROAD  APPLIANCES, 

object  clause  in  articles  of  corporation  making,  installing  and  sell- 
ing, 370. 

RAILROAD  CARS, 

object  clause  in  articles  of  corporation  making  and  dealing  in,  371. 

RAILROAD  COMPANIES, 

articles  of  incorporation  of,  under  Texas  laws,  94. 
conditional  subscription  of  stock  for,  22. 
consolidation  agreement,  729,  931. 
lease  in  perpetuity  for  fixed  annual  rent,  708. 
lease  in  perpetuity  for  percentage  of  gross  earnings,  707. 
lease  of  branch  railroad  in  perpetuity  for  fixed  rent,  710. 
lease  on  net  earnings,  709. 

object  clause  in  articles  of  corporation  formed  to  build  and  operate, 
368,  369. 

RAILROAD  CONSTRUCTION, 

object  clause  in  articles  of  corporation  engaged  in  business,  372. 

RAILROAD  CONTRACTORS, 

object  clause  in  articles  of  corporation  engaged  in  business,  373. 

RAILROAD  SWITCHES, 

object  clause  in  articles  of  manufacturing  corporation,  435. 

RATIFICATION, 

resolution  ratifying  sale  of  property,  642. 

REAL  ESTATE, 

object  clause  in  articles  of  corporation  dealing  in,  374-376. 
object  clause  in  articles  of  development  companies,  287,  288. 

REDUCING  ORES, 

clause  in  articles  authorizing  mining  company  to  engage  in  business, 
319,  320,  321,  322. 

REDUCTION  OF  STOCK, 

certificate  authorizing,  614. 

REFINERIES, 

clause  in  articles  authorizing  operation  by  sugar  company,  420. 

REGISTRATION, 

bonds,  700,  701,  702. 

of  articles  of  incorporation  under  Mexican  laws,  196. 


INDEX.  715 

[References  are  to  Numbers  of  Forms.] 
REMOVAL, 

directors,  590. 
resolution  authorizing,  644. 
removing  officer,  645. 

REMOVAL  OF  CAUSES, 

stipulation    against,    in    application    of    foreign    corporation   to    do 
business,  759. 

RENOVATORS, 

object  clause  in  articles  of  corporation  formed  for  business  of,  178. 

RENT, 

See  Leases. 
lease  of  branch  railroad  for  fixed  rent,  710. 
lease  of  railroad  in  perpetuity  for  fixed  annual,  708. 

REORGANIZATION, 

voting  trust  agreement  on,  585. 

REPORTS, 

See  Annual  Reports. 
annual  report  of  foreign  corporation  in  Porto  Rico,  853. 
capital  stock  report  of  foreign  corporation  doing  business  in  New 
York,  821. 

in  Pennsylvania,  843. 
bonus  tax  report  of  foreign  corporation  in  Pennsylvania,  844. 
of  loans  by  foreign  corporation  in  Pennsylvania,  845. 
preliminary  report  of  foreign  corporation  in  West  Virginia,  880. 

REQUEST, 

stockholders',  for  special  meeting,  562,  563. 

RESERVOIRS, 

object  clause  in  articles  of  corporation  organized  to  construct,  363. 

RESIDENCES, 

statement  showing  residences  of  directors  and  officers,  738. 

RESIGNATION, 

of  directors,  590. 

effective  on  acceptance,  689. 

effective  on  future  date,  690. 
of  president,  692. 
peremptory  resignation  of  director,  691. 

RESOLUTIONS, 

amending  articles  of  incorporation,  see  Amendments. 

amending  by-laws,  608. 

appointing  agent  of  foreign  corporation  in  Massachusetts,  779. 


716  INDEX. 

[References  are  to  Numbers  of  Forms.] 

RESOLUTIONS— Continued. 

appointing  time  for  regular  meetings,  630. 
authorizing  bonds  secured  by  mortgage,  609. 

consolidation,  611. 

officers  of  foreign  corporation  to  execute  consent  to  do  busi- 
ness in  Kansas,  765,  766. 

removal  of  plant,  644. 

sale  of  bonds,  640. 

sale  of  entire  assets,  610,  651. 
certificate  to  resolution  authorizing  change  in  number  and  denomi- 
nation of  shares,  615. 
changing  name  of  corporation,  593. 
declaring  dividends,  646,  647. 

on  preferred  stock,  649,  650. 

stock   dividends,    648. 
declaring  forfeiture  of  stock,  639. 
directors  of  foreign  corporation  seeking  to  do  business  in  Louisiana. 

771. 
directors  for  dissolution,  736. 
directors  of  foreign  corporation  accepting  provisions  of   Nebraska 

laws,  806. 
directors  of  foreign  corporation  appointing  agent  in  Maine.  774. 
for  borrowing  money,  632,  633,  634. 
for  special  meeting,  567. 
making  calls,  637,  638. 

of  foreign  corporation  accepting  constitutional  provisions.  867. 
purchase  of  property,  641. 
ratifying  sale  of  property,  642. 
removal  of  officer,  645. 
selecting  bank  for  deposit,  635. 
statement  of  claim,  643. 

RESTAURANTS, 

object  clause  in  articles  of  corporation  operating,  269.  377. 

RETAIL  CLOTHING  AND  FURNISHINGS, 

object  clause  in  articles  of  corporation  dealing  in,  378. 

RETIREMENT  OF  STOCK, 
preferred  stock,  472. 

option  to  retire,  473. 

RETURNS, 

See  Foreign  Corporations. 
for  registration  by  foreign  corporation  in  Vermont,  870. 
of  corporators  under  South  Carolina  laws,  89. 
of  foreign  corporation  for  registration  in  Vermont,  870. 

RHODE  ISLAND, 

acceptance  of  appointment  of  agent  of  foreign  corporation,  856. 
application  of  foreign  corporation  to  do  business,  854. 


INDEX.  717 

[References  are  to  Numbers  of  Forms.] 

RHODE  ISLAND — Continued. 

appointment  of  agent  of  foreign  corporation,  855. 
articles  of  incorporation,  87. 
official  acknowledgment,  536. 

ROLLING  MILL, 

object  clause  in  articles  of  corporation  operating,  379. 

RUBBER, 

object  clause  in  articles  of  corporation  dealing  in,  380,  381. 

RULES  AND  REGULATIONS, 

See  By-Laws;   Resolutions. 
by-laws  authorizing  directors  to  adopt,  591. 

RUMMAGE  SALES, 

object  clause  in  articles  of  corporation  formed  to  conduct,  382. 


S 
SAFETY  APPLIANCES, 

object  clause  in  articles  of  corporation  organized  to  deal  in,  370. 

SALARIES, 

See  Compensation. 
by-laws  providing  for,  590. 

SALE, 

notice  of  sale  of  delinquent  stock,  655,  656. 
option  agreement  for  sale  of  capital  stock,  724. 
option  agreement  for  sale  of  corporate  plant  and  property,  725. 
option  agreements  relating  to  sale  of  corporate  business  and  prop- 
erty, 723. 
provision  for  sale  of  stock  to  corporation  in  general  articles,  24. 
ratification  of  sale  of  property,  642. 
resolution  authorizing  sale  of  assets,  610. 

authorizing  sale  of  bonds,  640. 

authorizing  sale  of  entire  assets,  651. 

SALT, 

object  clause  in  articles  of  corporation  dealing  in,  383. 

SALVAGE, 

object  clause  in  articles  of  corporation  engaged  in  business,  384. 

SANITARIUM, 

object  clause  in  articles  of  corporation  operating,  385. 

SASH  AND  DOORS, 

object  clause  in  articles  of  corporation  making  and  selling,  386. 


718  INDEX. 

[References  are  to  Numbers  of  Forms. ] 

SAUCES  AND  PICKLES, 

object  clause  in  articles  of  corporation  making  and  selling,  387. 

SAW  MILLS, 

object  clause  in  articles  of  corporation  operating,  388. 

SCALE  COMPANY, 

certificate  of  incorporation  of,  under  New  York  laws,  75. 

SCHEDULE, 

filed  with  petition  for  dissolution,  738b. 

SEAL, 

affidavit  that  seal  is  corporate  seal,  482,  490,  499,  500,  503,  508,  511, 

516,  518,  526,  527,  528,  529,  530,  534,  535,  544,  545. 
by-laws  prescribing  form  of,  589,  590,  591. 

clause  in  articles  of  corporation  organized  to  deal  in,  manufacture 
•  and  sell,  409. 

description  in  articles  under  Indiana  laws,  45. 
description  of,  in  general  form  of  articles,  24. 
form  of,  under  Indiana  laws,  47. 

SECRET  BALLOT, 

at  meetings,  577. 

SECRET  PROCESS, 

ownership  of,  for  manufacture  of  ammunition,  118. 

SECRETARY, 

affidavit  of  secretary  of  foreign  corporation  for  privilege  of  doing 

business  in  Missouri,  796. 
by-laws  fixing  powers  of,  590,  591. 
providing  for  election,  590. 
creation  of  office  by  by-law,  589. 
oath  of  office,  687. 

of  foreign  corporation  applying  to  do  business  in  Montana,  802. 
request  for  secretary  to  give  notice  of  special  business  at  meeting, 

558. 
resolution  authorizing  secretary  and  president  to  borrow  money,  632. 

SECRETARY  OF  STATE, 

petition  to,  under  South  Carolina  laws,  88. 

SECURITIES, 

See  Mortgages;   Bonds. 
object  clause  in  articles  of  corporation  dealing  in,  389. 

SEPARATORS, 

object  clause  in  articles  of  corporation  dealing  in,  390. 


INDEX.  719 

[References  are  to  Numbers  of  Forms.] 
SERVICE, 

proof  of  service  of  notice,  550. 
of  special  meeting,  574. 

SETTLEMENT, 

resolutions  authorizing  settlement  of  claims,  643. 

SEWERS, 

object   clause    in    articles    of    corporation    organized    to    construct, 
363,  391. 

SEWING  MACHINES, 

object  clause  in  articles  of  corporation  making  and  selling,  392. 

SHARES, 

See  Certificates;    Stocks. 
object  clause  in  articles  of  corporation  formed  to  deal  in,  234. 

SHEEP, 

object  clause  in  articles  of  corporation  raising  and  dealing  in,  393. 

SHEET  METAL, 

object  clause  in  articles  of  corporation  making  and  selling,  394. 

SHIPBUILDING, 

object  clause  in  articles  of  corporation  engaged  in  business,  395. 

SHORT  FORM, 

subscription  before  incorporation,  6. 

SIGNATURES, 

by  corporate  agent,  683,  685. 
corporate  signatures,  682,  683,  685. 

SILICON, 

object  clause  in  articles  of  corporation  engaged  in  manufacture  and 
sale  of,  153. 

SILK, 

object  clause  in  articles  of  corporation  dealing  in,  396. 

SILVERWARE, 

object  clause  in  articles  of  corporation  buying  and  selling,  260. 

SLATE, 

object  clause  in  articles  of  corporation  mining,  manufacturing  and 
selling,  397,  398. 

SLAUGHTER-HOUSE  COMPANIES, 

See  Abattoirs. 
object  clause  in  articles,  107,  362,  399. 


720  INDEX. 

[References  are  to  Numbers  of  Forms.] 

SLOT  MACHINES, 

object  clause  in  articles  of  corporation  making  and  selling,  400. 

SMELTING, 

object  clause  in  articles  authorizing  work,  319,  320,  401. 

SNOW-REMOVAL  WAGONS, 

object  clause  in  articles  of  corporation  making  and  selling,  249. 

SOAP, 

object  clause  in  articles  of  corporation  dealing  in,  402. 

SODIUM, 

object  clause  in  articles  of  corporation  organized  to  deal  in,  331. 

SOUTH  CAROLINA, 

annual  report  of  foreign  corporation,  859. 

application  of  foreign  corporation  to  do  business,  857. 

designation  of  place  of  business  of  foreign  corporation,  858. 

official  acknowledgment,  537. 

petition  to  secretary  of  state  for  charter,  88. 

return  of  corporators,  89. 

SOUTH  DAKOTA, 

affidavit  of  signature  to  articles,  489. 

application  of  foreign  corporation  to  do  business,  860. 

articles  of  incorporation,  90,  91. 

articles  of  Yukon  mining  and  milling  company,  91. 

consent  to  be  sued  and  appointment  of  agent  of  foreign  corporation, 

861. 
official  acknowledgment,  538. 

SPECIAL  BUSINESS, 

notice  of,  for  annual  meeting,  558,  559. 

SPECIAL  MEETINGS, 

See  Meetings. 

SPECIAL  OBJECT  CLAUSES, 
abattoir  companies,  107. 
abstract  companies,  108. 
acetylene  gas  companies,  109. 
advertising  companies,  110. 
agency  companies,  111. 
agricultural  implements,  112. 
air-brake  companies,  113. 
air-power  companies,  114. 
air-power  motor  companies,  114. 
alcoholic  institutes,  116. 
ammonia  manufacturers,  117. 


INDEX. 

[References  are  to  Numbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
ammunition  companies,  US. 
amusement  companies,  119. 
amusement  parks,  120. 
animal  fanciers,  121. 
apartment  house  companies,  122. 
architects,  123. 
art  companies,  124. 
asbestos  manufacturers,  125. 
asphalt  companies,  126. 
auditors,  127. 

automobile  manufacturers,  128. 
automobile  storage  and  supply  companies,  129. 
automobile  tire  manufacturers,  130. 
baggage  transfer,  342. 
baking  companies,  131. 
baking  powder  makers,  132. 
banana  plantations,  133. 
banknote  printers  and  engravers,  134. 
bicycles  and  automobile  manufacturers,  135. 
biscuit  makers,  136,  137. 
blast  furnace  makers,  138. 
blooded  stock  dealers,  139. 
blue-print  makers,  140. 
bone  dust  manufacturers,  141. 

boom  companies,  142. 

boot  and  shoe  machinery  manufacturers,  144. 

boot  and  shoe  manufacturers  and  dealers,  143. 

box  and  trunk  makers,  145. 

brandy  manufacturers  and  dealers,  146. 

breeders,  147. 

brewing  companies,  148. 

brick  makers  and  dealers,  149,  150. 

bridge  builders,  151. 

brokers,  152. 

bronze  manufacturers  and  dealers,  153. 

broom  makers,  154. 

brush  makers,  155. 

builders  and   contractors,   156,  157,   192. 

building  and  development  companies,  158. 

building  contractors,  159. 

building  material,  160. 

business  colleges,  161. 

butchers,  162. 

button  manufacturers,  163. 
canning  factories,  164. 

carbon  engine  manufacturers  and  dealers,  166. 
car  builders,  165. 
carpet-cleaning  companies,  167. 

46 — Thomp.  Corp.  VII. 


721 


722  INDEX. 

[References  are  to  Numbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
cash  registers,  168. 
cattle,  307. 

cattle  dealers  and  breeders,  169. 
cement  manufacturers,  170. 
cereal  dealers  and  warehousemen,  171. 
chemical  manufacturers,  172. 
chemists,  347. 

chemists  and  druggists,  173. 
cigar  manufacturers  and  dealers,  174. 
civil  engineers,  176. 
clay  manufacturers,  177. 
cleansers  and  renovators,  178. 
clothing  manufacturers  and  dealers,  180. 
cloth  manufacturers  and  dealers,  179. 
coal  briquette  dealers,  182. 
coal  dealers,  181. 
coffee  dealers,  183. 
cold  storage  plant,  184. 
collection  agencies,  185. 
colliers,  186. 

colonization  corporations,  187. 
commission  merchants,  188. 
concrete  construction  companies,  189. 
confectionery  manufacturers  and  dealers,  190. 
construction  companies,  191. 
contractors  and  builders,  156,  157,  192. 
co-operative  societies,  193. 
cordage  companies,  194. 
corn  products  companies,  195. 
correspondence  schools,  196. 
cotton  compress  companies,  198. 
cotton  dealers,  197. 

cotton  oil  dealers  and  manufacturers,  199. 
cotton  plantation  companies,  200. 
cotton  yarn  dealers  and  manufacturers,  201. 
cutlery  dealers  and  manufacturers,  202. 
dairy  products,  203,  232. 
decorating  companies,  204. 
dental  supplies,  205. 
department  stores,  206,  207. 
distilling  companies,  208. 
dock  and  terminal  companies,  207. 
doors,  386. 

drainage  companies,  210. 
dredging  companies,  211. 
dressmakers,  212. 
drilling  companies,  213. 
drug  companies,  214. 
dry  goods  companies,  215. 


INDEX.  723 


[References  are  to  Numbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
dynamite,  356. 
eggs,  355. 

electrical  contractors,  220. 
electrical  corporations,  216. 
electrical  fixtures,  266. 
electrical  machinery  makers,  218. 
electrical  welding  companies,  219. 
elevator  machinery  manufacturers,  222. 
elevator  manufacturers,  221. 
enameled  and  stamped  ware  companies,  224. 
enameled  goods,  223. 
enameled  goods  makers,  223. 
enameled  stamped  ware,  234. 
engineering,  225. 
engineering  and  dredging,  226. 
engineering  companies,  300. 
engineering  and  dredging  companies,  225,  226. 
engraving,  227. 
explosives,  228. 
express  business,  229. 
fairs,  230,  233. 
farm  products,  231,  232. 
financing  companies,  234. 
financial  investment  companies,  234a. 
fire  extinguishers,  235. 
fireproof  companies,  236. 
fisheries,  237. 
flour,  238. 

flume  and  sluice  companies,  239. 
food  products,  240. 
foundry  and  machine  shops,  241. 
framing  mirrors,  242. 
freight  agents,  243. 
fruit,  244. 

furnaces  and  stoves,  246. 
furnishings,  378. 
furniture,  247. 
garage,  248. 

garbage  machinery,  249. 
gas  fitters,  250. 
gas  fixtures  and  lamps,  251. 
gas-making  machinery,  252. 
gas  retorts,  253. 
general  contracting,  254. 
general  stores,  255. 
ginneries,  256. 
glass  sand,  258. 
glassworks,  257. 
glue,  259. 


724  INDEX. 

[References  are  to  Numbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
gold  and  silverware,  260. 
grain  elevators,  261. 
graphite,  262. 

hair-dressing  supplies,  263. 
hardware,  264,  265. 
heaters,  406. 
heating  apparatus,  266. 
hosiery,  268. 

house  furnishing  companies,  270. 
hotel  companies,  269. 
ice  companies,  271. 
ice  machine  companies,  272. 
incorporation  companies,  273. 
incubators,  274. 
inspection  of  elevators,  275. 
insurance,  276. 
insurance  agencies,  277,  278. 
investment  companies,  279. 
investors,  280. 
iron  companies,  281,  282. 
jewelry,  283,  447. 
kaolin,  284. 

knitting  companies,  285. 
lamps,  286. 

land  and  development  companies,  287,  288. 
laundries,  289. 
lead  company,  290. 
leather,  291. 

light  and  heating  companies,  292. 
lithographing  companies,  294. 
liquor  companies,  293. 
live  stock,  233. 
local  express  companies,  295. 
lumber  companies,  296,  297. 
lumber,  iron  and  steel,  298. 
machinery,  299,  300,  301. 
malt,  302. 
manganese,  303. 
manufacturing,  304. 
markets,  305. 
matches,  306. 
meats  and  cattle,  307. 
medical  institute,  308. 
mercantile  agencies,  309. 
merchandise  brokerage,  310. 
messenger  service,  311. 
metal  polish,  313. 
metals,  312. 
Mexican  investments,  314. 


INDEX.  ^~5 


[References  are  to  Numbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
mica,  315. 

milk  and  dairy  products,  316. 
mineral  oil,  317. 
mining,  318. 
mortgage  company,  324. 
motor  cars,  325,  326. 
musical  instruments,  327. 
music  hall,  428. 
natural  gas,  328. 
newspapers,  329,  330. 
nickel,  331. 
nurseries,  332. 
nursery  companies,  297. 
oil,  333-335. 
omnibus,  337. 
opera  house,  338. 
optical  companies,  336. 
packing  company,  339. 
paints,  340. 
paper,  341. 

passenger  and  baggage  transfer,  342 
patent  medicine,  343. 
patents,  366. 

patents  and  trade-marks,  344. 
pattern  makers,  345. 
paving,  346. 

pharmaceutical  chemists,  347. 
phonographs,  348. 
photography,  349. 
pickles,  387. 
pianos,  350. 
plantation,  245. 
plumbing,  352. 
plumbers'  supplies,  353. 
pottery,  354. 
poultry  and  eggs,  355. 
powder  and  dynamite,  356. 
power,  357. 
precious  stones,  447. 
printing,  publishing  and  stationery,  358. 
prismatic  glass,  359. 
promotion,  360. 
provisions,  361,  362. 
public  works,  363. 
publicity  service,  364. 
publishers,  365. 
publishing  companies,  330. 
purchase  and  work  patents,  366. 
quarries,  367. 


726  INDEX. 

[References  are  to  lumbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
railroad  appliances,  370. 
railroad  cars,  371. 
railroad  construction,  372. 
railroad  contractors,  373. 
railroads,  368,  369. 
real  estate,  374. 

real  estate  agency  and  brokerage,  375. 
real  estate  dealers,  175. 
realty,  376. 
restaurants,  377. 

retail  clothing  and  furnishings,  378. 
rolling  mills,  379. 
rubber,  380. 
rubber  goods,  381. 
rummage  sales,  382. 
salt,  382. 
salvage,  384. 
sanitarium,  385. 
sash  and  doors,  386. 
sauces  and  pickles,  387. 
sawmill,  388. 
securities,  389. 
sewage,   391. 
separators,  390. 
sewing  machine,  392. 
sheep,  393. 
sheet  metal,  394. 
shipbuilding,  395. 
silk,  396. 
slate,  397,  398. 
slot  machine,  400. 
slaughtering,  363. 
slaughtering  cattle,  399. 
smelting,  401. 
soap,  402. 
spirits,  403. 
spokes,  453. 

Standard  Oil  Company,  335. 
starch  manufacturing,  404. 
steam,  405. 

steam  boilers  and  heaters,  406. 
steamship,  407. 
steel  companies,  282. 
steel  foundries,  408. 
stencils,  409. 

stereopticon  machines,  410,  411. 
stevedores,  412. 
stockholding  corporation,  267. 
stock  foods,  413. 


INDEX.  ^ 


[References  are  to  Numbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
stock  yards,  414. 
storage  batteries,  415. 
street  railroads,  416-418. 
street  sprinkling  and  cleaning,  419. 
sugar,  420. 
sugar  refineries,  421. 
surgical  instruments,  422. 
supply  stores,  265. 
table  water,  423. 
tanneries,  424. 
telegraphs,  425. 
telephones,  426. 
theater  and  music  hall,  428. 
theatrical  promotion,  429. 
x       thread,  430. 
tile,  398,  427. 
title  insurance,  431. 
tobacco,  432. 
tools,  301. 

towing  and  transportation,  433. 
trade-marks,  344. 
trading  stamps,  434. 
train  control,  435. 
transfer,  436. 

transportation  companies,  433. 
tropical  trading,  437. 
trucking,  438. 
turbine  engines,  439. 
type  foundry,  351. 
typesetting  machines,  440. 
typewriting  machines,  441. 
undertakers,  442. 
underwriting,  443. 
vacuum  cleaner,  444. 
valves,  445. 

vehicle  dealers  and  manufacturers,  217. 
warehouse,  452. 
warehouse,  446. 

watches,  jewelry  and  precious  stones,  447. 
water,  448. 
water  heaters,  449. 
water  transportation,  450. 
welding,  451. 

wharf  and  warehouse,  452. 
wheels  and  spokes,  453. 
wood  pulp,  454. 
woodworking,  455. 
woolen  and  worsted,  456. 


728  INDEX. 

[References  are  to  Numbers  of  Forms.] 

SPECIAL  OBJECT  CLAUSES— Continued. 
wrecking  companies,  457,  458. 
yarn  mill,  459. 

SPIRITS, 

object  clause  in  articles  of  corporation  making  and  selling,  403. 

SPOKES, 

object  clause  in  articles  of  manufacturing  corporation,  454. 

STANDARD  OIL  COMPANY, 

object  clause  in  articles  of  incorporation,  335. 

STARCH, 

object  clause  in  articles  of  corporation  dealing  in,  404. 

STATEMENTS, 

See  Financial  Statement;    Foreign  Corporations;    Reports. 

filed  witb  articles  of  incorporation  in  Wisconsin,  883. 

financial  statement  of  foreign  corporation  in  Pbilippine  Islands,  847. 

in  Porto  Rico,  849. 
for  domestication  of  foreign  corporation  in  Pennsylvania,  840. 
foreign  corporation  seeking  to  do  business  in  New  York,  822. 

Ohio,  831. 

Oregon,  838. 
local  agent  of  foreign  corporation  in  Minnesota,  792. 
names  and  residences  of  directors  and  officers,  738. 

STATIONERY, 

object  clause  in  articles  of  corporation  dealing  in,  358. 

STATUTES, 

Indiana,  governing  organization  of  manufacturing  and  mining  cor- 
porations, 46. 

STEAM, 

object  clause  in  articles  of  corporation  producing  and  vending,  405. 

STEAM  BOILERS  AND  HEATERS, 

object  clause  in  articles  of  manufacturing  corporations,  406. 

STEAMSHIP, 

object  clause  in  articles  of  corporation  operating,  407. 

STEEL, 

object  clause  in  articles  of  corporation  dealing  in,  282,  298. 
provision  of  Steel  Corporation  by-laws,  592. 

STEEL  FOUNDRIES, 

object  clause  in  articles  of  corporation  operating,  406. 


INDEX.  729 

[References  are  to  Numbers  of  Forms.] 
STENCILS, 

object  clause  in  articles  of  manufacturing  corporations,  409. 

STEREOPTICON, 

object  clause  in  articles  of  corporation  making  and  selling,  410,  411. 

STEREOTYPERS, 

object   clause  in   articles   of   corporation   authorized   to   stereotype, 
329,  330. 

STEVEDORES, 

object  clause  in  articles  of  corporation  engaged  in  business,  412. 

STOCKS, 

See  Certificates  of  Stock;   Subscriptions  and  Titles  of  Various 
Kinds  of  Stocks. 
affidavit  of  loss  of  certificate,  674. 
affidavit  of  president  of  foreign  corporation  as  to  payment  of  stock, 

795. 
amendment  of  articles  changing  number  and  denomination  of  shares, 
601. 

reducing  and  cancelling,  598,  599. 

classifying,  602. 

increasing  and  providing  for  convertible  bonds,  597. 
articles  of  voluntary  association  without  capital  stock,  31. 
assignment  of  certificate,  676,  677. 

of  installment  certificate,  678. 

of  subscriptions,  680. 
by-laws  fixing  powers  of  secretary  as  to  issuance  of,  591. 

providing  for  authentication  of,  590. 

providing  for  transfer  of,  590. 

regulating  issuance  and  transfer,  589. 

regulating  issuance  of,  591. 

regulating  transfer  of  shares,  591. 
capital  stock  report  of  foreign  corporation  doing  business  in  New 
York,  821. 

Pennsylvania,  843. 
certificate  authorizing  reduction,  614. 
certificate  of  increase,  612,  613. 

of  stock  of  foreign  corporation  in  Wisconsin,  885. 
certificate  to  resolution  authorizing  change  in  number  and  denomi- 
nation, 615. 
certificate  to  resolution  classifying,  616. 
certificate  with  stub,  669. 
common  stock  certificates,  664,  665. 

installment  certificate,  668. 

partly  paid  stock,  667. 
demand  for  transfer  of,  681. 
founder's  shares  certificates,  670. 
issuance  to  promoter  for  services,  4. 


730  INDEX. 

[References  are  to  Numbers  of  Forms.] 

STOCKS— Continued. 

newspaper  notice  of  change  in  number  and  denomination,  615. 

notice  of  sale  of  delinquent,  655,  656. 

object  clause  in  articles  of  corporation  dealing  in,  234,  234a,  279. 

option  agreement  for  sale  of,  724. 

preferred  stock  certificate,  671,  672. 

with  stub,  673. 
provision  as  to  amount  of  in  general  articles,  24. 

amount  of  common  and  preferred,  24. 
provision  for  division  of  in  general  form  of  articles,  24. 
provision  for  issuance  of  to  partners  of  business  organized  into  cor- 
poration, 4,  5. 

to  promoters,  1. 

issuance  under  promoter's  agreement,  2. 
provision  for  lien  on,  in  general  form  of  articles,  24. 
provision  for  sale  to  corporation  in  general  articles,  24. 
reduction  of  and  distribution  of  assets,  600. 
resolution  authorizing  increase  of,  612. 
resolution  declaring  forfeiture  of,  639. 
resolutions  making  calls,  637,  638. 
separate  assignment  of  certificates,  679. 
Standard  Oil  form  of  certificate,  666. 
transfer  of,  676. 
underwriters'  agreement,  722. 

STOCK  DIVIDENDS, 

amendment  of  articles  providing  for,  596. 
resolutions  declaring,  648. 

STOCK  FOODS, 

object  clause  in  articles  of  manufacturing  corporation,  413. 

STOCKHOLDERS, 

by-laws  regulating  meetings,  590. 

by-laws  of  Steel  Corporation  relating  to,  592. 

call  for  special  meeting,  560,  561. 

notice  to  stockholders  of  special  meeting,  571. 

president's  endorsement  on  request  for  special  meeting,  563. 

request  for  special  meeting,  562. 

STOCK   YARDS, 

object  clause  in  articles  of  corporation,  414. 

STONE, 

See  Quarries. 
STORAGE, 

object  clause  in  articles  of  automobile  storage  corporation,  129. 

STORAGE  BATTERIES, 

object  clause  in  articles  of  manufacturing  corporation,  415. 


INDEX.  731 

[References  are  to  Numbers  of  Forms.] 
STOVES, 

object  clause  in  articles  of  corporation  making  and  selling,  246. 

STREET  RAILROADS, 

agreement  for  consolidation,  730. 

object  clause  in  articles  of  corporation  building  and  operating,  416- 
418. 

STREETS, 

object  clause  in  articles  of  paving  corporation,  126. 
sprinkling  and  cleaning  company,  419. 

STREET  SPRINKLING  AND  CLEANING, 

object  clause  in  articles  of  corporation  engaged  in  business,  419. 

STUB, 

stock  certificate,  669. 
preferred  stock  certificate,  673. 

SUBMARINE  TELEGRAPHS, 

clause  in  articles  of  corporation  authorized  to  make  and  operate, 
329. 

SUBSCRIPTIONS, 

agreement-promise  to  promoters,  13. 
after  incorporation,  18-23. 

payable  in  property,  20. 
assignment  of,  680. 
before  incorporation,  1-17. 

short  form,  6. 
by  partners  to  stock  of  succeeding  corporation,  4,  5. 
cancellation  of,  23. 
conditional  after  incorporation,  22. 
conditional  before  incorporation,  10,  11. 
conditional  to  commissioners,  16. 
individual,  12. 

individual  after  incorporation,  19. 

names,  residence  and  amount  of,  in  general  articles,  24. 
payable  in  stock,  14. 
preferred  stock  with  bonus,  15. 
promoter's  agreement  to  obtain,  3. 

promoter's  agreement  to  obtain  for  corporation  to  succeed  partner- 
ship, 4. 
provision  for  limitation  on  amount  of,  in  general  articles,  24. 
provisions  for,  in  promoter's  agreement,  1,  2. 
stock  of  voting  machine  company,  7. 
withdrawal  of,  17. 

SUGAR, 

object  clause  in  articles  of  sugar  corporation,  420. 


732  INDEX. 

[References  are  to  Numbers  of  Forms.} 

SUGAR  REFINERIES, 

object  clause  in  articles  of  operating  corporation,  421. 

SURGICAL  INSTRUMENTS, 

object  clause  in  articles  of  manufacturing  corporation,  202,  422. 

SURRENDER, 

See  Dissolution. 
of  certificates  of  stock,  590. 

SYNDICATES, 

for  underwriting,  718. 

object  clause  in  articles  of  corporation  organized  to  finance,  234. 


TABLE  WATER, 

object  clause  in  articles  of  bottling  corporation,  423. 

TANNERIES, 

object  clause  in  articles  of  operating  corporation,  424. 

TAXATION, 

annual  license  tax  return  of  foreign  corporation  in  Vermont,  872. 
annual  report  of  foreign  corporation  to  New  Jersey  state  board  of 

assessors,  815. 
bonus  tax  report  of  foreign  corporation,  S44. 

TAXICABS, 

object  clause  in  articles  of  corporation  organized  to  operate,  337. 

TELEGRAPH  COMPANIES, 

object  clause  of  operating  corporation,  425. 

TELEPHONE  COMPANIES, 

object  clause  in  articles  of  operating  corporation,  426. 

TENNESSEE, 

annual  report  of  foreign  corporation,  863. 
application  of  foreign  corporation  to  do  business,  862. 
articles  of  incorporation,  92,  93. 
official  acknowledgment,  539. 

TERRA   COTTA   COMPANIES, 

object  clause  in  articles  of  incorporation,  150. 

TESTIMONIUM  CLAUSE, 

to  corporate  contracts,  685. 


INDEX.  733 

[References  are  to  Numbers  of  Forms.'] 
TEXAS, 

anti-trust  affidavit  of  foreign  corporation,  865. 
application  of  foreign  corporation  to  do  business,  864. 
articles  of  incorporation,  94. 
official  acknowledgment,  540. 

THEATERS, 

object  clause  in  articles  of  corporation  operating,  338,  428. 
corporation  formed  to  advance  theatrical  art,  429. 

THREAD, 

object  clause  in  articles  of  manufacturing  corporation,  430. 

TILE  COMPANIES, 

object  clause  in  articles  of  incorporation,  150,  398,  427. 

TITLE  INSURANCE, 

object  clause  in  articles  of  corporation  in  business,  431. 

TOBACCO, 

object  clause  in  articles  of  corporation  dealing  in,  432. 

TOOLS, 

object  clause  in  articles  of  corporation  making  and  selling,  301. 
schedule  of,  in  general  articles,  24. 

TOWING  AND  TRANSPORTATION, 

object  clause  in  articles  of  corporation  engaged  in  business,  433. 

TRADE-MARKS, 

object  clause  in  articles  of  corporation  dealing  in,  234a,  344. 
ownership  and  disposition  of,  118. 

TRADE  NAMES, 

object  clause  in  articles  of  tobacco  corporation,  432. 

TRADING  STAMPS, 

object  clause  in  articles  of  corporation  engaged  in  business,  434. 

TRAIN  CONTROL, 

object  clause  in  articles  of  manufacturing  corporation,  435. 

TRANSFERS, 

of  stock,  677. 

by-laws  regulating,  589,  591. 
demand  for,  681. 

TRANSFER  BUSINESS, 

object  clause  in  articles  of  operating  corporation,  436. 


734  INDEX. 

[References  are  to  Numbers  of  Forms.] 

TRANSFER  COMPANY, 

object  clause  in  articles  of  corporation  organized  as,  229. 

TRANSPORTATION  COMPANY, 

certificate  of  incorporation  of,  under  New  Jersey  laws,  71. 
object  clause  in  articles  of  transportation  company,  433. 

TREASURER, 

bond  of,  688. 

by-laws  fixing  powers  of,  590,  591. 

providing  for  election  of,  590. 
creation  of  office  by  by-law,  589. 
resolution  authorizing  removal,  645. 
the  borrowing  of  money,  634. 
.  selection  of  bank  for  deposit,  635. 

TROPICAL  TRADING, 

object  clause  in  articles  of  corporation,  437. 

TRUCKING, 

object  clause  in  articles  of  corporation  doing  business,  438. 

TRUNK  COMPANIES, 

object  clause  in  articles  of  incorporation,  145. 

TRUSTEES, 

certificate  to  bonds,  705. 

TRUST  DEEDS, 

See  Mortgages  and  Trust  Deeds. 
TRUSTS, 

See  Anti-Trust  Affidavits;    Monopolies;    Voting  Trust  Agreement. 

TUNNELS, 

clause  in  articles  of  corporation  organized  to  construct,  363. 

TURBINE  ENGINES, 

object  clause  in  articles  of  manufacturing  corporations,  439. 

TYPESETTING  MACHINE, 

object  clause  in  articles  of  manufacturing  corporation,  440. 

TYPEWRITING  MACHINES, 

object  clause  in  articles  of  corporation  dealing  in,  441. 


U 

UNDERTAKERS, 

object  clause  in  articles  of  burial  corporations,  442. 


INDEX.  735 

[References  are  to  Numbers  of  Forms.] 

UNDERTAKING, 

by  foreign  corporation  filed  with  attorney-general  of  Nebraska,  809. 

UNDERWRITING, 

See  Insurance. 
agreement  for,  718-722. 
bonds,  721. 

object  clause  in  articles  of  underwriting  corporation,  443. 
syndicates  for  such  purpose,  718. 

UNION  PACIFIC  RAILROAD  COMPANY, 
notice  of  annual  meeting,  557. 

UNITED  STATES  SHIP  BUILDING  COMPANY, 
underwriting  agreement,  720. 

UNITED  STATES  STEEL  CORPORATION, 

by-laws  of,  592. 

form  of  articles  of  incorporation,  72. 

UTAH, 

application  of  foreign  corporation  to  do  business,  866. 
articles  of  incorporation,  95. 
official  acknowledgment,  541. 

resolution  of  foreign  corporation  accepting  constitutional  provisions, 
867. 

V 
VACUUM  CLEANER, 

object  clause  in  articles  of  manufacturing  corporation,  444. 

VACANCIES, 

by-laws  providing  manner  of  filling,  590,  591. 
elections  to  fill,  589. 

VALUATION, 

of  property  in  general  articles,  24. 

VALVES, 

object  clause  in  articles  of  manufacturing  corporation,  445. 

VERIFICATION, 

See  Acknowledgments. 
of  articles  of  incorporation,  25. 

VERMONT, 

annual  tax  return  of  foreign  corporation,  872. 
application  of  foreign  corporation  to  do  business,  869. 
application  to  legislature  for  charter,  96a. 
articles  of  incorporation,  96,  96a. 


736  INDEX. 

[References  arc  to  Numbers  of  Forins.] 

VERMONT— Con  tinued. 

certified  and  sworn  copies  of  articles  of  incorporation  of  foreign  cor- 
porations in  Vermont,  871. 

designation  of  agent  of  foreign  corporation  and  returns  for  registra- 
tion, 870. 

official  acknowledgment,  542. 

VESSELS, 

object  clause  in  articles  of  corporation  organized  to  operate,  450. 

VIADUCTS, 

clause  in  articles  of  corporation  organized  to  construct,  363. 

VICE-PRESIDENT, 

by-laws  fixing  powers  of,  590,  591. 
providing  for  election  of,  590. 

VIEWS, 

object  clause  in  articles  of  corporation  making  stereopticon  views, 
411. 

VIRGINIA, 

acceptance  of  agent  of  foreign  corporation  of  appointment  as  agent, 

875. 
annual  report  of  foreign  corporation,  876. 
application  of  foreign  corporation  to  do  business,  873. 
appointment  of  resident  agent  of  foreign  corporation,  874. 
articles  of  incorporation,  97. 
certificate  of  judge  as  to  incorporation,  98. 
official  acknowledgment,  543. 

VOLUNTARY  ASSOCIATION, 

articles  of  incorporation  under  Indiana  laws,  45. 

under  Wisconsin  laws,  102. 
without  capital  stock,  31. 

VOLUNTARY  DISSOLUTION, 

See  Dissolution. 

VOTES, 

See  Elections. 
right  of  preference  shares  to  vote,  474. 

VOTING  MACHINE  COMPANY, 

subscription  agreement  for,  7,  12. 

VOTING  TRUSTS, 

agreements,  583-585. 

on  reorganization,  585. 


INDEX.  737 

[References  are  to  Numbers  of  Forms.'] 

W 

WAIVER, 

by-laws  providing  for  waiver  of  notice'  of  meetings,  591. 
of  notice  in  call  for  first  meeting  of  directors,  624,  625. 
of  notice  of  calls,  654. 
of  notice  of  first  meeting,  551. 
of  special  meeting,  575. 

WAREHOUSES, 

object  clause  in  articles  of  corporation  formed  to  store  cereals,  171. 
object  clause  in  articles  of  operating  corporation,  446,  452. 

WAREHOUSE  RECEIPTS, 

issuance  of,  by  brandy  manufacturers,  146. 

WASHINGTON, 

articles  of  incorporation,  99. 

designation  of  agent  and  place  of  business  of  foreign  corporation  in 

Washington,  878. 
general  form  of  official  acknowledgment,  487. 
official  acknowledgment,  544. 

WATCHES, 

object  clause  in  articles  of  manufacturing  corporation,  447. 

WATER, 

object  clause  in  articles  of  water  corporation,  448. 

WATER  HEATERS, 

object  clause  in  articles  of  manufacturing  corporation,  449. 

WATER  TRANSPORTATION, 

object  clause  in  articles  of  operating  corporation,  450. 

WEAPONS, 

See  Firearms. 
WELDING, 

object  clause  in  articles  of  corporation  making  we  tied  goods,  451. 

WEST  VIRGINIA, 

acknowledgment  of  articles  of  incorporation,  488. 

application  of  foreign  corporation  to  do  business,  879. 

articles  of  incorporation,  100. 

designation  of  attorney  of  foreign  corporation,  881. 

official  acknowledgment,  545. 

preliminary  report  of  foreign  corporation,  880. 

WHARVES  AND  WAREHOUSES, 

object  clause  in  articles  of  operating  corporation,  452. 

47— Thomp.  Corp.  VII. 


738  ixdex. 

[Refere?ices  are  to  Numbers  of  Forms.] 

WHEELS  AND  SPOKES, 

object  clause  in  articles  of  manufacturing  corporation,  453. 

WISCONSIN, 

annual  report  of  foreign  corporation,  8S6. 
application  of  foreign  corporation  to  do  business,  882. 
articles  of  incorporation,  101,  102. 

of  voluntary  associations,  102. 
certificate  of  increase  of  capital  stock  of  foreign  corporation,  8S5. 
certificate  of  newly  elected  officers  of  foreign  corporation,  884. 
official  acknowledgment,  546. 

statement  filed  with  articles  of  incorporation  of  foreign  corporation, 
883. 

WITHDRAWAL, 

of  subscriptions,  17. 

WOOD  PULP, 

object  clause  in  articles  of  manufacturing  corporation,  454. 

WOODWORKING, 

object  clause  in  articles  of  dealing  corporation,  455. 

WOOLEN  AND  WORSTED  GOODS, 

object  clause  in  articles  of  manufacturing  corporation,  456. 

WRECKING  COMPANY, 

object  clause  in  articles  of  operating  corporation,  457,  458. 

WYOMING, 

application  of  foreign  corporation  to  do  business,  887. 
articles  of  incorporation,  103. 

designation  of  office  and  agent  of  foreign  corporation,  888. 
official  acknowledgment,  547. 


Y 
YARN  MILLS, 

object  clause  in  articles  of  operating  corporation,  459. 


Whole  Number  of  Pages,  758. 


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